Change of Registered Office in Chennai

A company’s registered office is its official address of the company and used for all legal and government-related communications. It serves as the primary location where notices, letters, and statutory documents from regulatory bodies are received. As per the Companies Act, 2013, every company has to inform the Registrar of Companies (ROC) about any change in its registered office within the stipulated time.

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Overview of Change Registered Office in Chennai

Companies may need to change their registered office for various reasons, such as business expansion, cost efficiency, or strategic relocation. The process for changing the registered address of the company depends on the geographical area. It depends on whether the change is within the same city, within the state, or if the registered office of the company is moving to another state.

At Chennai Filings, we simplify the entire process of changing your registered office. We ensure that you have a hassle-free and legally compliant transition.

Types of Registered Office Address Changes

A company may change its registered office in the following ways:

Within the Same City or Municipality: The process is straightforward and requires a board resolution and intimation to the Registrar of Companies (ROC) through e-form INC-22.
Within the Same State but Under a Different ROC Jurisdiction: Requires approval from the Regional Director along with filings with the ROC.
From One State to Another: This involves a more complex process, including a special resolution, approval from the Regional Director, and amendments to the Memorandum of Association (MOA).

Impact of Registered Office Change

Changing the Registered Office of a Company has the following impact:

Statutory Compliance: Changing and updating company records with tax authorities, banks, and other regulatory bodies is a mandatory statutory compliance.
Stakeholder Communication: Timely informing clients, vendors, and partners to avoid disruptions in business operations.
Operational Adjustments: You need to update the website, letterheads, and communication materials of the company.
Legal Recognition: Ensures that the company’s official address remains valid for government correspondence.
Business Continuity: Minimizes risks of legal notices being missed due to incorrect address records.
Reputation Management: Changing and updating the address of the company helps in avoiding negative impressions on the clients due to outdated information of the company.
Tax and Financial Updates: Ensures that all tax filings, invoices, and bank records reflect the correct registered office.
Ease of Future Transactions: Facilitates smoother interactions with investors, lenders, and business partners.

Documents Required:

Board Resolution: It is A formal decision from the board of directors to approve the address change.
Special Resolution (if needed): A vote by the shareholders if the office is moving outside the current area of jurisdiction.
Proof of New Office Address: This can be a lease agreement or the sale deed for your new office.
Utility Bill: A recent bill, like an electricity or water bill, showing the new office address.
No Objection Certificate (NOC): If you don’t own the new property, you’ll need a NOC from the landlord confirming you can use the address.
Updated Memorandum of Association (MOA): If the office is moving to a different state, the MOA must be updated with the new details.
Form INC-22: A form that needs to be submitted to the Registrar of Companies (ROC) to notify them of the address change.
Form INC-23: If the office is moving to another state, this form requests approval from the government.
Form INC-28: This form is filed after all approvals are granted to finalize the office change.
Newspaper Advertisement: If you’re moving to another state, you need to publish a notice in two newspapers, one in English and one in the local language, to inform the public.

Procedure for Changing Registered Office in Chennai

1. Within the Same Local Limits (Same City or Municipality)

Board Meeting & Resolution: The board of directors meets to approve the change and pass a resolution specifying the new address.
File Form INC-22: The company must file Form INC-22 with the Registrar of Companies (ROC) within 30 days of the resolution. This form notifies the ROC of the address change and includes documents like a rent agreement, utility bill, or a sale deed to prove the new address, as well as a No Objection Certificate (NOC) from the property owner (if applicable).

2. Outside the Local Limits but Within the Same State (Different ROC Jurisdiction)

Board Meeting & Resolution: The company holds a board meeting and passes a resolution approving the move.
Pass Special Resolution (if applicable): If the move is outside the local limits but still within the same state, the company needs to pass a special resolution at a general meeting of shareholders.
File Form MGT-14: After passing the special resolution, the company must file e-Form MGT-14 with the ROC within 30 days.
File Form INC-22: The company then files Form INC-22 to notify the ROC about the address change within 30 days, attaching relevant documents like proof of the new address and the board resolution.

3. Within the Same State but Under a Different ROC Jurisdiction

Board Meeting & Resolution: Just like the previous scenarios, the board of directors must approve the move and pass a resolution.
Approval from Regional Director: If the new office falls under a different ROC jurisdiction within the same state, the company must apply to the Regional Director (RD) for approval.
File Form INC-23: For a state-to-state shift within the same jurisdiction, the company needs to file Form INC-23 to obtain the approval of the Central Government.
File Form INC-22: As with the other procedures, Form INC-22 should be filed to notify the ROC about the new address.
Update the MOA: If applicable, update the company’s Memorandum of Association (MOA) to reflect the new jurisdiction details.

4. Inter-State Move (Different State)

Board Meeting & Resolution: Like the other cases, a board meeting is required to approve the move.
Pass Special Resolution: A special resolution is required in a general meeting to approve the interstate shift.
File Form MGT-14: After passing the resolution, file e-Form MGT-14 with the ROC within 30 days.
File Form INC-22: Submit this form to notify the ROC about the change within 30 days, attaching required documents (proof of new address, NOC, etc.).
Approval from Regional Director: If the registered address of the company is moving to a different state, apply for approval from the Regional Director, filing Form INC-23 for central government approval.
Newspaper Publication: The company must publish a notice in two newspapers (one in English and one in the local language) to inform the public about the shift. Stakeholders are given 21 days to object.
File Form INC-28: Once all approvals are received, file Form INC-28 to complete the process. The ROC will update its records and issue a confirmation certificate.

Checklist for Changing Registered Office in Chennai

Before initiating the change, ensure you have the following:

Board Resolution approving the address change
Special Resolution (if required for inter-city or inter-state changes)
Rent Agreement or Sale Deed of the new office premises
Electricity Bill or Utility Bill as proof of the new address
No Objection Certificate (NOC) from the landlord (if applicable)
Updated Memorandum of Association (MOA) for inter-state changes
Form INC-22 for notifying the ROC
Form INC-23 & INC-28 (if shifting to another state)
Newspaper Publication Proof (for inter-state relocations)

Why Choose Chennai Filings?

At Chennai Filings, we provide expert assistance to make sure a smooth transition when changing your registered office. We ensure you that:

Experienced Professionals: Our team of legal and compliance experts ensures error-free documentation and filing.
End-to-End Support: From drafting resolutions to obtaining ROC approvals, we handle the entire process.
Quick Processing: We expedite filings and approvals to avoid business disruptions.
Transparent Pricing: There are no hidden costs and charges. Only transparent and upfront pricing.
Compliance Assurance: We ensure that your company meets all legal obligations to prevent penalties.
Customer-Centric Approach: Our Dedicated Business Development Executive Team supports and guides at every step of the process.

FAQ's

1. Can a company change its registered office at any time?

Yes, but it must follow the legal process and obtain necessary approvals.

2. Is shareholder approval required for all registered office changes?

Only if the change involves a shift outside the local limits of the existing jurisdiction.

3. What is the time frame for changing a registered office?

It varies from a few days for local changes to a few months for inter-state relocations.

4. Can a company have multiple registered offices?

No, a company can have only one registered office, but it may have branch offices.

5. What happens if the company does not update its registered office?

The company may face penalties and legal consequences for non-compliance.

6. Do we need to inform tax authorities about the office change?

Yes, updating GST, PAN, and other registrations is necessary.

7. What documents are required for changing the registered office?

Address proof, NOC from the property owner, board resolution, and necessary ROC filings.

8. Is newspaper publication mandatory for all office shifts?

No, it is only required for inter-state office relocations.

9. Can a company operate without a registered office?

No, having a registered office is mandatory for compliance and legal recognition.

10. How much does it cost to change the registered office?

The cost varies depending on government fees, legal consultation, and publication charges (if applicable).