Brief Overview of change in registered Office address of a Private Limited Company

Registered Office Address is the most important address for a Company since its the primary address on record for a private limited Company. Many compliance are required to be done at this particular address like maintance of books and registers, address for receipt of notices and correspondence etc.

Many a times, the registered office address needs to be changed for many reasons. This article attempts to describe the five types of changes of a registered office address of a private limited Company. First thing to note is that the registered office address of a Company can always be changed if the documents are in order.

There are 5 cases of change in registered office:

  1. Usually if the new registered office address is within the same city, town or village as the earlier, then a simple Board Resolution should suffice unless the Articles of Association (AoA) specifically require otherwise.
  2. Change in registered office address from one city, town or village to another city, town or village but within the same state and within the jurisdiction of same Registrar of Companies (Example moving from Nagpur to Mumbai – different cities but same RoC – a Special Resolution from the shareholders is required.
  3. Change in registered office address within a state but from one RoC to another RoC – This happens in only 2 states – Maharashtra and Tamil Nadu because while most states will have one RoC, the above 2 states have two RoCs. So if you move from Mumbai to Pune, its not just change in city but also a change in RoC even within the same state.
  4. Change in registered office address from one state to another but within same RoC– This happens when two or more states or Union Territories share the same RoC. Example, Company moving from Telangana to Andhra pradesh will require a change in state but will be within the same RoC -RoC Hyderabad.
  5. Change in registered office address from one state to another and also requiring change in RoC. Example is a company moving from Kolkatta to Ludhiana. This is the most complex and time consuming. It involves presentations before the Regional director as well as permissions from the Registrar of Companies.

These Cases from 2 to 5 will invariably require Resolutions from the shareholders to be passed and reported in MGT -14 and thereafter there will be varying levels of compliance and forms to be passed for change in registered office address, depending on the case listed above.

Article by CA Bhavesh Savla