Registered Office of Company
Overview – Registered Office of a Company
Every company in India is legally required to have a Registered Office under the Companies Act, 2013. The registered office is the official address of the company where all communications, notices, and official correspondence from government authorities, regulators, and stakeholders are sent.
It serves as the legal domicile of the company and determines:
The jurisdiction of the Registrar of Companies (ROC)
The place where statutory records and books of accounts are maintained
The venue for serving legal notices and communications
A registered office does not necessarily need to be the place of actual business operations—it can be different from the corporate, branch, or project office. However, it must be a physical location (not just a P.O. Box) and must be capable of receiving and acknowledging documents.
Companies must declare their registered office at the time of incorporation and keep it updated with the ROC. Any change in the registered office (within the same city, ROC jurisdiction, or to another state) requires compliance with prescribed procedures and filing of Form INC-22 and, in some cases, approval from the Regional Director.
Legal Framework
Governed by Section 13 of the Companies Act, 2013, alterations to MoA and AoA require shareholders’ approval and subsequent filing with the Registrar of Companies (RoC).
MoA Alteration – Requires a special resolution in a general meeting. Post-approval, Form MGT-14 must be filed with the RoC within 30 days.
AoA Alteration – Similarly requires a special resolution in a general meeting. Amended AoA must be filed with the RoC within 30 days.
Approval by RoC – Once the RoC is satisfied that the alterations comply with the Companies Act and applicable rules, the changes are formally approved.
Effectiveness – Alterations become effective only after RoC approval. Until then, the existing MoA and AoA remain valid.
Documents Required for Change in Registered Office of a Company
To update or shift the registered office, companies must submit specific documents with the Registrar of Companies (ROC). The documentation may vary depending on whether the office is shifting within the same city, to another ROC jurisdiction, or to a different state. Below is the general checklist:
New Address of Company to be used as the Registered Office.
Title Document if the new property is owned by the company.
Rent Agreement & Rent Receipt if the office is taken on lease.
Utility Bill & NOC from Owner of the new premises.
Existing copy of MOA & AOA of the company.
Certified true copy of COI (Certificate of Incorporation).
Updated List of Shareholders with their shareholding details.
Details of Creditors & Employees (required if the change involves shifting to another state or ROC jurisdiction).
Statement on Pending Statutory Dues or Litigations, if any.
Board Resolution/Authorization authorizing a director/authorized person to sign and file forms.
Digital Signature of Authorized Director for filing with ROC.
Procedure for Change in Registered Office of a Company
Step 1: Convene a Board Meeting
Call a board meeting to consider and approve the proposal for change in the registered office.
Pass a Board Resolution authorizing a director or company secretary to make necessary filings with the ROC.
Step 2: Check Articles of Association (AOA)
Verify if the Articles of Association permit the change.
If not, amend the AOA by passing a Special Resolution at a general meeting.
Step 3: Hold General Meeting (if required)
If the registered office is being shifted outside city, town, or state, convene an Extraordinary General Meeting (EGM).
Pass a Special Resolution for the change of registered office.
Step 4: File with ROC
File the necessary e-forms within the prescribed time:
Form MGT-7 – Filing of resolution (if special resolution passed).
Form INC-22 – Notice of situation or change of registered office (mandatory).
Form INC-23 – Application to Regional Director (only if change is from one state to another).
Step 5: Approval from Regional Director (if applicable)
In case of interstate change, obtain approval from the Regional Director (RD).
After approval, file the RD order with ROC in Form INC-28.
Step 6: Update Company Records
Once the change is approved, update the company’s letterheads, statutory registers, signage, and inform stakeholders (banks, GST, PF, ESIC, etc.).
Frequently Asked Questions
A company name search ensures that your chosen business name is unique, legally compliant, and not already registered with Companies House UK. It helps you avoid legal disputes, trademark issues, and confusion in the Cardiff business market.
If your desired name is already registered, you’ll need to choose a different name or modify it. Using a taken name could result in rejection by Companies House or potential legal issues. Our experts can help you brainstorm alternative names that are compliant and market-ready.
It’s not advisable to use a name that’s too similar to another company, especially within the same industry. Similar names can confuse customers and risk trademark disputes. A company name search helps you identify these risks early.
For a company name search in Cardiff, you may need:
Proposed company name
Business entity type (Ltd, LLP, Partnership, etc.)
Jurisdiction (Cardiff / UK)
Owner or shareholder details (if applicable)
Business description
A “high probability” result means your proposed company name is likely to be available, but further checks are recommended. This is why our detailed Cardiff Company Name Search Report includes both identical and similar names for clarity.
Certain words are restricted under UK law (e.g., “bank,” “insurance,” “government”). If you want to use them, you’ll need special approval from regulatory bodies. We guide you through this process if your Cardiff business requires such terms