Change Company Address (Outside State)

It is quite clear that mentioning the details of registered office is necessary for a business for company incorporation. However, if there is a need to change the address from one state to a different state, the procedure is slight different.

In this case, the company needs to change the Memorandum of Association (MOA). A special resolution needs to be passed by the company for modification in the MOA. This special resolution also needs to be filed to the ROC in Form MGT-14 within 30 days of passing the resolution.

To change the registered office from one state to another, the company needs to seek the approval of the Central Government in form INC-23. Following documents are to be attached along with the application in form INC-23 for change of registered office from one state to another:

• a copy of the memorandum and articles of association;
• a copy of the notice convening the general meeting along with relevant Explanatory Statement;
• a copy of the special resolution sanctioning the alteration by the members of the company;
• a copy of the minutes of the general meeting at which the resolution authorizing such alteration was passed, giving details of the number of votes cast in favor or against the resolution;
• an affidavit verifying the application;
• the list of creditors and debenture holders entitled to object to the application;
• an affidavit verifying the list of creditors;
• the document relating to payment of application fee;
• a copy of board resolution or Power of Attorney or the executed Vakalatnama, as the case may be.

After the filing of e-form, Regional Director shall intimate the date of hearing. The company shall at least 14 days before the date of hearing:

1. advertise the application in the Form No.INC.26 in a vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district;
2. serve, by registered post with acknowledgement due, individual notice(s), to the effect set out in clause (a) on each debenture-holder and creditor of the company; and
3. Serve, by registered post with acknowledgement due, a notice together with the copy of the application to the Registrar and to the Securities and Exchange Board of India, in the case of listed companies and to the regulatory body, if the company is regulated under any special Act or law for the time being in force.

Attend the hearing before the Regional Director. On getting satisfied, Regional Director may give an order confirming the change on the given terms and conditions. File the certified copy of Order in INC 28 within 30 days of its receipt. File INC 22 with ROC. Inform the stock exchanges and other government bodies about the change. 

It is important to note that the Central Government shall dispose of the application for change of registered office outside the state within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company.

The final approval of the Central Government must be submitted to the Registrar of both the states in which old and new offices of the company are located.