Registered Office Change Resolution
Records a change of registered office and authorises the filings.
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Certified true extract of the resolution passed at the meeting of the Board of Directors of [company name] held on [date] at [venue].
RESOLVED THAT the registered office of the Company be shifted from [present address] to [new address] with effect from [date].
RESOLVED FURTHER THAT any Director or the Company Secretary be and is hereby authorised to make the necessary filings with the relevant authorities within the prescribed time, to notify the bankers, tax authorities and other stakeholders of the Company, and to do all such acts as may be necessary to give effect to this resolution.
RESOLVED FURTHER THAT the name board, letterhead and statutory records of the Company be updated to reflect the new address with effect from the date above.
| Outcome | [carried unanimously / by a majority] |
What is a Registered Office Change Resolution?
This resolution records the board's decision to move the registered office and authorises someone to make the filings that give it effect. The registered office is the address the registry, the tax authority and the courts will use, so the risk in getting it wrong is real: a notice served at the old address is usually validly served, and the first you hear of it may be an order made in your absence.
Any registered entity that moves uses it — a company leaving its founder's home for an office, a startup switching from an accountant's address to its own, a group consolidating subsidiaries at one address, an LLP or a society doing the same under its own statute. The trigger is not always a physical move. Ending a virtual office arrangement, a landlord who will no longer accept your post, or a registry query about whether anyone is actually there will all force the change.
How much authority you need depends on how far the address moves. In India a shift within the same city can be a board decision, a move beyond local limits or to another registrar's jurisdiction needs a special resolution, and an inter-state move needs member approval plus regulatory confirmation. In the UK the change is a board decision filed with Companies House, the office must stay within the same part of the UK, and the address must be one where documents can be delivered and acknowledged. Elsewhere check the rule that applies: your Secretary of State, ASIC, or a federal or provincial registry.
The resolution does not itself change the address. The registry filing does, and until it is accepted the old address remains the official one for service. It also does not change anything else that carries your address: tax registrations, the bank, licences and permits, insurance and payroll filings all need separate updates, several of them within their own deadlines. And it is not a change of trading address for customers, which is a commercial notification with no statutory content at all.
What to put in a Registered Office Change Resolution
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| Company name | For example: Barton Technologies Inc. |
| CIN / registration no. optional | For example: U72900AP2024PTC112233 |
| Registered office | For example: Suite 200, 1428 Kinnear Road, Columbus, OH 43212 |
| Date of the meeting | Free text |
| Venue | For example: the registered office |
| Present registered office | For example: Suite 200, 1428 Kinnear Road, Columbus, OH 43212 |
| New registered office | For example: 4700 Westerville Industrial Park, Columbus, OH 43215 |
| Effective from | Free text |
| Outcome | Free text |
| Chairperson | For example: James Whitfield |
How to write a Registered Office Change Resolution
Establish how far the office is moving
Before anything else, work out whether the new address is inside the same local limits, the same registrar's or state jurisdiction, or outside it. That single question decides whether a board resolution is enough, whether the members must pass a special resolution, and whether a regulator's confirmation is needed. Getting it wrong means the filing is rejected and the process restarts, usually after the move has already happened.
Convene the board and record the address
Pass the resolution with the new address written in full, including unit or floor, building, street, city, postal code and state or province — the registry matches it character by character against the proof you attach. Record the effective date. Where the premises are leased or shared, note the document you are relying on as evidence of the right to use them.
Take it to the members if required
Where the move needs a special resolution, call the general meeting on proper notice with the resolution set out word for word and whatever explanatory statement your rules require. Do not run the meeting and the filing in parallel: the filing usually has to attach the members resolution, and where a regulator's approval is needed the sequence is fixed and cannot be compressed.
Authorise a named person to file
Name the director or secretary who will sign and submit the form, gather the proof the registry asks for — commonly a recent utility bill in the name of the company or the owner, plus the lease or a no objection letter from the owner — and diary the deadline. Late filing generally attracts a penalty calculated from the date of the resolution, not the date you file.
Update everywhere the old address appears
Work through a list: tax and indirect tax registrations, the bank and every mandate, licences and sector permits, insurers, payroll and pension or provident authorities, the website, invoices, purchase orders, email signatures and letterhead. Many regimes require the registered office to appear on company correspondence, so the stationery update is a legal requirement rather than housekeeping.
Common mistakes
- Treating a move to another state or registrar's jurisdiction as a board matter, which gets the filing rejected and can require the whole process to be repeated with member approval.
- Filing after the deadline, which attracts penalties accruing from the date of the resolution rather than the date the error is noticed.
- Registering an address where nobody collects post, so statutory notices and court documents are validly served and never read.
- Leaving the old address on invoices, the website and licences, which in many regimes breaches the requirement to display the current registered office.
- Forgetting to update the bank and tax registrations, so refunds, statements and assessment notices keep going to premises you have left.
Frequently asked questions
How do you change a company's registered office?
Pass a board resolution recording the new address, obtain a members special resolution and any regulatory approval if the move crosses the jurisdictional line your law draws, then file the prescribed form with proof of the address inside the deadline. The change takes effect when the registry accepts the filing, not when the resolution passes and not when you physically move.
Do shareholders have to approve a change of registered office?
Not for a local move in most regimes, where the board can decide alone. Approval is generally needed once the address leaves the local limits, the registrar's jurisdiction or the state or province, and a further regulatory confirmation may be required on top of that. Check the exact boundaries in your companies legislation before assuming a board resolution will do.
What is the time limit to file a change of registered office?
Every registry sets one and it is short, typically counted in days from the date of the resolution or the date of the change. Look up the current period for your registry and diary it at the board meeting itself. Penalties usually run from the trigger date, so a filing prepared late is already accruing before it is submitted.
Can a registered office be a residential address?
In many jurisdictions yes, and small companies commonly use a director's home. Two cautions: the address normally appears on the public register and will be visible to anyone searching, and it must be an address where documents can be delivered and someone will acknowledge them. Some registries have tightened this requirement, so check the current rule before registering a home address.
What is the difference between a registered office and a corporate office?
The registered office is the address on the public register where statutory and legal documents are served. A corporate, head or trading office is wherever you actually work and carries no statutory function. They can be the same address or different ones. Changing the trading office needs no filing; changing the registered office does.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.