Introduction

The registered office of a One Person Company (OPC) serves as its official address for receiving statutory communications, notices, and legal correspondence. Over time, due to operational, strategic, or administrative reasons, an OPC may need to change its registered office. The Companies Act, 2013 provides a clear framework for making this change, ensuring transparency and regulatory compliance. The process varies slightly based on the nature and location of the new address. This article outlines the step-by-step procedure for changing the registered office of an OPC.

Identifying the Type of Office Change

The process to change the registered office of an OPC depends on whether the change is:

1. Within the same city, town, or village
   
2. From one city to another within the same Registrar of Companies (RoC) jurisdiction
   
3. From one state to another, involving a change in RoC jurisdiction
   

Each type has a different level of procedural and legal complexity, and it is important to identify the category before proceeding.

Board Resolution for Approval

The sole member and director of the OPC must pass a resolution approving the change of registered office. Since the OPC usually has one director, the resolution can be passed and recorded in the minutes of the meeting or through written consent. This resolution becomes the basis for filing the necessary forms with the RoC.

Obtaining Consent of the Owner of New Premises

Before applying for the change, the OPC must obtain a No Objection Certificate (NOC) from the owner of the new premises, if it is not owned by the company. Along with the NOC, proof of address such as utility bills, rent agreement, or sale deed must be collected and prepared for submission.

Filing Form INC-22 with ROC

To officially change the registered office, the OPC must file Form INC-22 with the Registrar of Companies. This form must be submitted within 30 days of the change and include:

• Board resolution
  
• Proof of new address
  
• NOC from the property owner
  
• Utility bill or lease deed
  Failure to file the form on time may attract penalties.
  

Change Within the Same City

If the registered office is being shifted within the same city, town, or village, the process is straightforward. Filing Form INC-22 with supporting documents is sufficient. No approval from the Regional Director or shareholders is required in this case.

Change Within the Same State but Outside Local Limits

If the registered office is shifting to another city or town within the same state and under the same RoC jurisdiction, the OPC must first file a special resolution in Form MGT-7A and then proceed with Form INC-22. This ensures proper approval is recorded and legal formalities are met.

Change from One State to Another

In cases where the OPC wants to shift the registered office to a different state, the procedure is more complex. It involves:

• Passing a special resolution
  
• Filing Form MGT-7A and Form INC-23 for approval from the Regional Director
  
• Updating the Memorandum of Association
  
• Filing Form INC-22 after approval is granted
  This process may take several weeks and requires publication of a notice in newspapers and notifying creditors.
  

Updating Other Regulatory Records

After the registered office has been changed, the OPC must update its letterheads, invoices, statutory registers, and inform banks, GST authorities, and other departments about the new address. This ensures that future communication and documentation reflect the correct official address.

Conclusion

Changing the registered office of a One Person Company is a well-defined legal process that varies depending on the geographical scope of the move. Whether within the same city or across states, OPCs must adhere to the procedures outlined in the Companies Act, 2013 to maintain compliance and ensure business continuity. Proper planning, timely filings, and accurate documentation are essential to ensure a smooth transition and avoid legal complications. For solo entrepreneurs running OPCs, understanding this process enables better administrative control and operational flexibility.

Hashtags

#RegisteredOffice #OPC #ChangeOfAddress #BusinessCompliance #CompanyRegistration #LegalRequirements #BusinessSteps #OfficeRelocation #EntrepreneurTips #SmallBusiness #CompanyLaw #BusinessGrowth #OPCRegistration #CorporateGovernance #BusinessUpdates #LegalAdvice #OfficeManagement #Entrepreneurship #BusinessStrategy #StartupJourney