Change in registered office is considered as a major event as all the communications between the company and the department in the form of notices, circulars and other important documents are sent to the registered office. ROC Compliances with respect to change in registered office is situation specific. The procedure to be followed under different situations is described hereunder: Change in registered office within local limits:

• A board meeting is to be held to decide about the change.
• E – Form 18 is to be filed with the concerned Registrar of Companies within 30 days of the decision taken in the Board. (along with the necessary fees).
• A certified copy of the Board resolution approving the change is to be attached with the e – form.
• The E – Form should be digitally signed by the managing director or director or manager of the company.

Change in registered office Outside The Local Limits: (But Within The State):

• A board meeting is to be held to issue a notice for holding a general meeting.
• A General Meeting is to be held on the affixed date & a Special Resolution is to be passed accordingly.
• The Special Resolution along with explanatory statement is to be filed with ROC within 30 days in E – Form No. 23.
• File the notice of Change with ROC in Form No. 18 within 30 days of passing of the Special Resolution (along with the necessary fees).
• The E – Form should be digitally signed by the managing director or director or manager of the company.
• Every officer making default in complying with the above formalities will be punishable with a fine of Rs.200 for every day during which the default continues.

Change in registered office from One State to Another State:

• A board meeting is to be held to issue a notice for holding a general meeting for making alteration in the Memorandum of Association (MOA) subject to confirmation from Company Law Board (CLB).
• A General Meeting is to be held on the affixed date & a Special Resolution is to be passed accordingly subject to confirmation from Company Law Board (CLB).
• The Special Resolution along with explanatory statement is to be filed with ROC within 30 days in E – Form No. 23(along with the necessary fees).
• The E – Form should be digitally signed by the managing director or director or manager of the company.
• A notice is to be sent to all creditors/debenture holders of the company.
• After one month from the date of sending notices as above, a petition to the concerned Regional Bench of CLB in Form No. 1 is to be made and the Bench Officer will issue an order for confirmation accordingly.
• File Form No. 21 and certified true copy of MOA as altered within 3 months from the date of order with ROC.
• File the notice of change with ROC of the new state in Form NO. 18 within 30 days from the date when the change is confirmed.
• Every officer making default in complying with the above formalities will be punishable with a fine of Rs.200 for every day during which the default continues.

In certain cases, confirmation from regional director can also be required depending on whether the company is private limited, public limited or unlimited company. The above procedures may include some other requirements which are company specific. Please feel free to Contact Us for any assistance in Business Maintenance issues including ROC Compliances and other related Income Tax Services.