How can I change the registered office of my company from one city to Mumbai within the same state?

Detailed Legal Analysis

To change the registered office of your company from one city to Mumbai within the same state, you must follow specific procedures under the Companies Act, 2013.

Here are the steps to successfully complete this process:

• Board Meeting: Hold a board meeting to discuss and approve the proposal to change the registered office. Pass a resolution for the same.
• Special Resolution (if required): If your Articles of Association require a special resolution to change the registered office, convene a general meeting and pass the necessary resolution in accordance with Section 102 of the Companies Act, 2013.
• Filing of Form INC-22: You must file Form INC-22 with the Registrar of Companies (RoC) within 30 days of the resolution. This form should include:
  • The new address of the registered office.
  • The date of the board meeting or general meeting where the decision was taken.
  • A copy of the resolution passed.
  • Proof of the new address (such as a utility bill, rental agreement, etc.).
• Updating the Memorandum of Association: If the change in registered office results in a change in the jurisdiction of the RoC, ensure that the Memorandum of Association (MoA) is amended accordingly, and file the necessary forms.
• Informing Stakeholders: Notify all stakeholders, including banks, clients, and employees, about the change in the registered office.
• Change of Address on Company Website and Stationery: Update the company’s website, letterheads, and other official documents to reflect the new registered office address.

It is important to note that the change of registered office within the same state does not require approval from the Central Government, as per Section 12(5) of the Companies Act, 2013. Ensure that you comply with all filing requirements and timelines to avoid penalties.

After completing these steps, you should also check the status of the application with the RoC to confirm that the registered office change has been processed successfully.