Following authorities are required to grant approval for shifting the registered office outside the local limits of any city, town or village of the company’s current registered office, but within the same state and jurisdiction of same Registrar of Companies:

• Directors
• Shareholders
• Registrar of Companies

• Collection or preparation of necessary documents for change in registered office like proof of ownership/lease of new premise, authorization letter, NOC, etc.
• Drafting of documents required to call and hold the required meetings like notice of meetings, certified true copy of resolutions and minutes
• Filing of ROC form MGT-14 along with uploading of necessary attachments

• Issue notice to all the directors of company for calling the board meeting
• Hold the meeting of Board of Directors and pass the following Board Resolutions:
  
  • To consider the proposal of shifting of registered office of the company outside the local limits of the city, town or village but within the same state and within the jurisdiction of same Registrar of Companies, subject to the approval of shareholders in the general meeting or through postal ballot;
  • To approve notice of general meeting or postal ballot along with explanatory statement;
  • To fix day, date, time and venue for holding general meeting;
  • To authorize the director or company secretary to do such acts, deeds and things as may be necessary to give effect to the Board’s decision
• Prepare the minutes of board meeting within 15 days from the conclusion of the board meeting
• For listed companies, disclose the proceedings of board meeting to the Stock Exchange within 24 hours and post the same on the company’s website within 2 working days from conclusion of board meeting
• Send notice of general meeting along with explanatory statement to those who are entitled to receive notice like directors, members, auditors and others
• Obtain shareholders’ approval by passing a Special Resolution at the general meeting, or by passing a resolution through postal ballot for approving the change of registered office of the company outside the local limits of the city, town or village but within the same state and within the jurisdiction of same Registrar of Companies
• Prepare the minutes of general meeting within 15 days from the conclusion of the board meeting
• For listed companies, disclose the proceedings of general meeting to the stock exchange within 24 hours and post the same on the company’s website within 2 working days from conclusion of general meeting
• Within 30 days of approval, file notice for change of the registered office in Form INC-22 with the Registrar with the prescribed fees and documents that includes certified true copy of special resolution with explanatory statement, proof of ownership or lease of new registered premise, utility bill, authorization with NOC from owner or director and other relevant documents
• Within 30 days of passing special resolution, file Form MGT-14 for notifying ROC along with the copy of the notice of general meeting with explanatory statement, certified true copy of the special resolution and other necessary attachments
• For listed companies, intimate the Stock Exchanges about the change of registered office within 24 hours and post the same on the company’s website within 2 working days from receipt of fresh incorporation certificate