The registered office clause in the memorandum of association of a company includes the name of the state in which the registered office of the company is located and the address of the office as written in the certificate of incorporation. The office of the company should be able to get notices and the board of directors should have their first meeting within 30 days of incorporation.

Altering of the registered office clause of a company could be for end number of reasons, however, the procedure to be followed for altering it depends on where the registered office will be relocated, whether the location is changing within local limits of the city, within one city to another city within the same state, or from one state to another state. The procedure for the alteration of the registered office clause under the three scenarios is mentioned below.

• Changing the registered office within the local limits of the city:
  1. The company has to pass a board resolution,
  2. It must be informed to the Registrar of Companies within 15 days of passing the resolution.
• Changing the registered office from one city to another city in the same state
  1. A special resolution has to be passed i.e., with 3/4th of the majority of the shareholders
  2. Form INC 23 along with affidavit by two key managerial personnel of the company should be filled.
  3. The special resolution along with these documents has to be filled and handed over to the Regional Director
  4. The Regional Director shall confirm within 60 days to the Registrar of Company and the same shall be permitted.
• Changing the registered office from one state to another state:
  1. A special resolution has to be passed by the company with 3/4th of the majority.
  2. Consent of the minority creditors and debenture holders must be obtained for the same.
  3. The company must file Form INC 23 with an affidavit by two key managerial personnel of the company.
  4. The required document shall be submitted before the MCA (Ministry of Corporate Affairs) i.e. the Central government.
  5. Once confirmation is received by the Registrar of the Company, the same should be certified within 30 days.

If the company is shifting the registered office from one city to another city or from one state to another state, it is important to take the consent of the shareholders, creditors, and the debenture holders of the company, as there is a constant fear of will the company stand well in that market? Therefore, before shifting the office, all the shareholders and debenture holders needs to be assured. A company may consider changing the registered office, because of reasons like tax compliances, or more availability of raw material in lesser prices, growth rate of the company may be better in another area. However, all of this needs to be put forth before the shareholders, to gain their consent.

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.