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

Detailed Legal Analysis

To change the registered office of your company from one city to Lucknow within the same state, you must follow a specific procedure as outlined in the Companies Act, 2013.

Here are the steps involved in the process:

• Board Meeting: Convene a Board Meeting to discuss and approve the proposal for changing the registered office. A resolution must be passed for the same.
• Notice to Shareholders: If required, issue a notice to the shareholders for a General Meeting if the change of registered office requires special resolution approval.
• Special Resolution (if applicable): If your company is a public company or requires special resolution, call a General Meeting and pass a special resolution to change the registered office. This is mandated under Section 13 of the Companies Act, 2013.
• Filing with Registrar: File the necessary forms with the Registrar of Companies (RoC). You need to file:
• Form MGT-14: This form must be filed within 30 days of passing the special resolution.
• Form INC-22: This form must be submitted to notify the RoC about the change in the registered office. It should be filed within 30 days of the change.
• Documentation: Prepare and attach the following documents with Form INC-22:
• Proof of the new registered office address (e.g., utility bill, rental agreement).
• Affidavit confirming the change.
• Copy of the resolution passed by the Board or shareholders.
• Verification of Documents: Ensure all documents are complete and accurate to avoid delays in processing.
• Receive Approval: After submission, the RoC will process your application. Once approved, an updated Certificate of Incorporation will be issued reflecting the new registered office address.

Additionally, ensure compliance with any local regulations or requirements that may pertain to the new location in Lucknow. It is also advisable to inform stakeholders, banks, and service providers about the change in the registered office for seamless operations.

For reference, the provisions related to the change of registered office are primarily governed under Section 12 and Section 13 of the Companies Act, 2013.