Change of Registered Office

# Change of Registered Office

The procedure to change the registered office depends on the scope of the change. Note: NO alteration of MOA is required in the first three scenarios below; only the situation/location is changing.

## (a) Within Same City / Town / Village

Easiest case — just a local move.

Steps:

1. Board Resolution (BR)

2. Intimate ROC by filing Form INC-22 within 30 days

3. Obtain fresh Certificate of Incorporation (COI)

## (b) One City to Another (within same ROC jurisdiction)

Leaving the city but staying with the same ROC.

Steps:

1. Board Resolution (BR)

2. Special Resolution (SR) of members

3. Intimate ROC by filing Form INC-22 within 30 days

4. Obtain fresh COI

## (c) One ROC to Another (within the SAME state)

Crossing ROC jurisdictions but staying within the state.

Steps:

1. Board Resolution (BR)

2. Special Resolution (SR)

3. Application to Regional Director (RD)

4. RD approval must be obtained within 30 days

5. Company to intimate ROC within 60 days with approval

6. File Form INC-22 within 30 days

7. Obtain fresh COI

## (d) One State to Another (Change of Situation Clause of MOA)

This is the BIG ONE — it amounts to an alteration of the MOA (specifically, the situation clause).

Steps:

1. Board Resolution (BR)

2. Special Resolution (SR)

3. Application to Central Government (CG)

4. CG must give approval certificate within 60 days (after considering objections of creditors, debenture-holders, etc.)

5. Intimate ROC in prescribed manner with approval certificate within 30 days (Form INC-22)

6. Obtain fresh COI

### Important Notes (Section 13)

• State Government cannot impose restrictions on change of situation clause.
• Employees have the right to oppose the change (as their service location may be affected).
• Creditors and debenture-holders must be heard.

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