The relocation involves a structured sequence of internal approvals, statutory filings, and external notifications. Below is a step-by-step guide that emphasizes timelines and key requirements.

1. Convene a Board Meeting

Initiate the process by holding a board meeting, issuing at least seven days’ notice to all directors. The agenda should include:

• Approval of the proposed new address (detailing the shift to another ROC’s jurisdiction).
• Authorization for an Extraordinary General Meeting (EGM).
• Any necessary Authorization for Regulatory Approvals and Filings.

2. Hold an Extraordinary General Meeting and Pass a Special Resolution

Schedule an EGM with at least 21 days’ notice to shareholders, including an explanatory statement. If the company has over 200 members, conduct voting via postal ballot as per Section 110. At the EGM, secure a special resolution approving the registered office change.

3. File Form MGT-14 with the ROC

File the Form MGT-14 within 30 days of the passing of the special resolution, along with a Certified copy of the special resolution and explanatory statements.

4. Issue Public Notices and Notify Stakeholders

To safeguard interests, publish advertisements in an English daily and a vernacular newspaper circulating in the state, announcing the proposed shift. Simultaneously:

• Serve individual notices to creditors, depositors, and debenture-holders.
• Inform the Chief Secretary of the state.

Allow a 21-day window for objections. Maintain records of all notifications received during that period.

5. Apply to the Regional Director via Form INC-23

Post-MGT-14 filing, submit e-Form INC-23 to the RD for confirmation. Include the service request number (SRN) from MGT-14. Essential attachments:

• Board and special resolutions.
• Declarations from key managerial personnel (KMP) or two directors affirming no defaults on employee dues, creditor consents (or provisions), and no impact on ongoing litigations.
• Proof of notices to stakeholders.
• Lists of shareholders, creditors, and debenture-holders (updated within one month).

The RD must issue confirmation within 30 days if no valid objections arise.

6. File Form INC-28 with the ROC

Upon receiving RD confirmation, file the Form INC-28 with the ROC within 30 days. Attach the certified RD order. This step registers the approval formally.

7. Notify the Change via Form INC-22

Within 60 days of RD confirmation, file the Form INC-22 with the new ROC to update records. Attachments include:

• Proof of the new address (e.g., lease agreement, No Objection Certificate from owner, recent utility bill not later than 2 months old).
• RD order and special resolution.

The ROC issues a verification certificate within 30 days, effective from its date, serving as conclusive evidence of compliance.

8. Post-Approval Compliances

Once the ROC approves the changes, the signage, letterheads, invoices, and publications shall be changed, and the banks, Income Tax (for PAN/TAN), GST authorities, EPF/ESI, and other regulators shall be notified about the change.