Change in Registered Office of a Company
A new office, a cheaper location or a move to another state: whatever the reason, the law requires your registered address to be updated with the Registrar of Companies (ROC), and the steps depend on how far you are moving.
Legitway Services takes care of the whole process. We work out which route applies to you, draft the resolutions, prepare the forms and file them with the MCA, so your records stay correct and you stay inside the deadlines.
What we help with
- INC-22 filing, and INC-23 / INC-28 where the move crosses ROC or state boundaries
- Board and special resolution drafting
- Review of your documents and address proof
- Coordination with the ROC and, where needed, the Regional Director
- Guidance on updating GST, bank and other records after the move
Talk to us: +91-9310582360 | info@legitwayservices.com
What Does Changing the Registered Office Mean?
Your registered office is the official address of the company on the MCA records. Notices, legal communication and government correspondence are sent there, so it has to be accurate.
Changing it means informing the ROC through the prescribed e-form and, depending on the move, getting the right approvals first. A shift within the same city is straightforward. A shift to another ROC jurisdiction or another state involves more approvals, more forms and more time.
Understanding Form INC-22
Form INC-22 is the MCA e-form a company uses to confirm its registered office after incorporation and to report any later change of address.
- Who files it: The company, through an authorised signatory, with the required digital signatures and professional certification where applicable
- When it is used: To verify the address after incorporation and to notify the ROC of a later change
- How it is filed: Online on the MCA portal, with proof of the new address and other supporting documents attached. What you attach depends on the type of shift
Why Companies Change Their Registered Office
- Growth: Moving to bigger premises or closer to customers, staff or suppliers
- Cost savings: Reducing rent and other occupancy costs
- Better location: Choosing an address with better connectivity or access to business hubs
- Operational changes: Consolidating offices or moving administrative functions
- ROC jurisdiction change: Relocating to an area under a different Registrar
- Moving to another state: Aligning the legal address with where the business is actually based. This requires extra approvals and an amendment to the Memorandum of Association
Four Types of Registered Office Shift
Section 12 of the Companies Act, 2013 governs how a registered office is maintained and changed. What you need to do depends on where the new office is.
Type of shift | What is required | Forms | Who approves |
|---|---|---|---|
Within the same city, town or village | Board approval | INC-22 | Board and ROC |
Outside local limits but under the same ROC | Special resolution of members | MGT-14, INC-22 | Board, members and ROC |
To a different ROC within the same state | Members’ approval and confirmation from the Regional Director | MGT-14, INC-23, INC-28, INC-22 | Board, members, Regional Director and ROC |
To another state | Amendment of the registered office clause in the Memorandum, plus the prescribed approvals | MGT-14, INC-23, INC-28, INC-22 | Board, members, Regional Director and ROC |
Extra Steps for a Move to Another State
Under Rule 30 of the Companies (Incorporation) Rules, 2014, an inter-state shift also requires:
- Newspaper notice: An advertisement (Form INC-26) in one English and one vernacular newspaper circulating in the district of the current registered office, published not more than 30 days before the application is filed
- Creditor information: A list of creditors and debenture holders, along with the required declarations
- Notices to authorities: Service of the application on the Registrar, the Regional Director, the Chief Secretary of the state and other prescribed authorities
- Fresh Certificate of Incorporation: Once the shift is registered, the Registrar of the new state issues a fresh certificate reflecting the change
Deadline and Penalties
INC-22 Due Date
The company must file INC-22 with the ROC within 15 days of the change in its registered office, as required by Section 12 of the Companies Act, 2013. [Confirm against the latest MCA notifications before publishing.]
Late Filing Fees
Filing after the deadline attracts additional MCA fees that rise with the length of the delay, from a multiple of two times the normal fee for delays up to 30 days to twelve times for delays beyond 180 days. Repeated late filings may attract higher fees.
Penalty for Default
Continued non-compliance with Section 12 can lead to a penalty of ₹1,000 for each day of default, up to a maximum of ₹1 lakh, for the company and for every officer in default.
Documents You Will Need
The exact list depends on the type of shift. For a standard change, keep these ready:
- Proof of the new address: A recent electricity, telephone or gas bill, not older than two months
- Proof of occupancy: Ownership documents or a registered rent or lease agreement, with the owner’s No Objection Certificate (NOC) where applicable
- Board resolution: A certified copy approving the change
- Special resolution and MGT-14: Needed when moving outside the local limits of the existing city, town or village
- For inter-ROC or inter-state shifts: INC-23, INC-28, the INC-26 newspaper advertisement, the creditor and debenture holder list and the required declarations, as applicable
Sample Resolutions
Use these as a starting point and adapt them to your company’s facts, Articles of Association and the exact filing route. Have them reviewed before signing.
Board Resolution: Shift Within Local Limits
“RESOLVED THAT the registered office of the Company be shifted from [existing address] to [new address] with effect from [date].
RESOLVED FURTHER THAT [name of director], Director, is authorised to file Form INC-22 with the Registrar of Companies and to take all steps needed to give effect to this resolution.”
Special Resolution: Shift Outside Local Limits, Same ROC
“RESOLVED THAT, pursuant to Section 12 and other applicable provisions of the Companies Act, 2013, the registered office of the Company be shifted from [existing address] to [new address] with effect from [date].
RESOLVED FURTHER THAT the Board of Directors is authorised to complete the statutory filings, including Forms MGT-14 and INC-22, and to do everything necessary to give effect to this resolution.”
Intimation Letter to Banks, GST and Other Authorities
Subject: Intimation of change in registered office address
Dear Sir/Madam,
We inform you that the registered office of [Company Name] (CIN: [CIN]) has changed from [old address] to [new address] with effect from [date]. Kindly update your records and send all future correspondence to the new address.
For any further information, please contact [name and contact details of authorised person].
For [Company Name] [Authorised signatory, designation]
What to Do After the ROC Records the Change
- Update stationery and documents: Letterheads, invoices, notices, official documents and your website should carry the new address
- Display the address: The company name and registered office address must be painted or affixed outside the registered office and every other place where you do business, as Section 12 requires
- Update other registrations: Inform the GST department, Income Tax Department, banks, PF, ESI and any other authority or licence holder that carries your old address
- Update bank records: Let the bank update your account and corporate records
- Maintain statutory records: Keep your registers and corporate records at the registered office or another location the Companies Act permits
How to Track Your Filing
You can follow the progress of your filing on the MCA portal.
- Log in to the MCA portal
- Open MCA Services and choose Track Transaction Status
- Enter the Service Request Number (SRN) generated when you submitted the form
- Complete the captcha and submit
- Read the status shown, such as Pending, Approved, Rejected or Query Raised
- If the filing is approved, complete the post-change updates. If there is a query or rejection, review the MCA remarks and respond with the clarification or corrected documents
Is a New Certificate Issued?
Not for every change. A local change is recorded by the ROC through the filing itself. For a shift between ROCs or states, the Regional Director’s approval and the follow-up filings determine when the change takes effect. In an inter-state shift, the Registrar of the new state issues a fresh Certificate of Incorporation.
Statutory Records to Keep in Order During the Move
A move is a good moment to check that your registers are complete and can be produced for inspection.
Record | Relevant section | What it covers |
|---|---|---|
Register of Members | Section 88 | Members and their shareholding |
Register of Directors and KMPs | Section 170 | Particulars of directors and key managerial personnel |
Register of Charges | Section 85 | Charges created or modified over company assets |
Register of Contracts and Arrangements | Section 189 | Contracts and arrangements covered by Section 189 |
Also keep minutes of Board and general meetings, financial statements and the other records prescribed under the Companies Act and its rules.
What About an LLP?
An LLP follows a different route. It does not use INC-22. Instead, the LLP notifies the Registrar of the change using Form 15 under Section 13 of the Limited Liability Partnership Act, 2008.
The partners must first approve the change as the LLP Agreement requires. The filing then needs proof of the new address and a copy of the partners’ decision, resolution or consent, or the relevant clause of the LLP Agreement. A designated partner signs it digitally and a practising professional certifies it.
If the LLP is moving to another state, a public notice and the consent of secured creditors are also required, and the Registrar’s jurisdiction may change.
Why Choose Legitway Services
- Route-specific advice: We identify exactly which approvals and forms your move needs, so you don’t do extra work or miss a step
- End-to-end handling: Resolutions, forms, filing and follow-up with the ROC
- Deadline discipline: We plan the filing around the statutory timeline to help you avoid late fees and penalties
- Document guidance: Clear checklists for address proof, NOCs and resolutions
- Post-move support: Help updating the rest of your records after the ROC approves the change
Frequently Asked Questions
What is Form INC-22? It is the MCA e-form used to tell the ROC about your registered office, either to verify the address after incorporation or to report a later change. A change must be reported within 15 days.
What is a registered office? It is the official address recorded with the ROC. It must be able to receive official communications and notices, and it must be shown on the company’s prescribed business documents.
Why would a company change its registered office? Common reasons are moving to larger premises, cutting costs, relocating operations or shifting to a different ROC jurisdiction or state. The procedure depends on where the new office is.
Do we need a special resolution? Yes, if the new office is outside the local limits of the existing city, town or village. A shift within those limits generally does not need members’ approval. A move between ROC jurisdictions in the same state also needs the Regional Director’s confirmation.
Which forms are involved? A local shift generally needs INC-22. A move outside local limits also needs MGT-14. Moves between ROCs or states bring in INC-23 and INC-28 as well.
What documents do we need? Proof of the new address and your right to use it (utility bill, ownership or lease papers, owner’s NOC where applicable), along with the board or special resolutions and the filing documents for your type of shift.
When is Regional Director approval needed? When the registered office moves from one ROC’s jurisdiction to another within the same state, after members have approved it. The company applies to the Regional Director and completes the ROC filing after confirmation.
How long does it take? That depends on the type of shift. A local change is quicker. Moves across ROCs or states add the Regional Director stage and further filings, so allow more time.
What happens after the ROC approves the change? Update your records, stationery, website, statutory registers, bank details and registrations, and display the new address at your premises.
What if we don’t inform the ROC? You risk additional filing fees and a penalty of ₹1,000 per day of default, up to ₹1 lakh, for the company and each officer in default.
Do we need to update GST and other registrations? Yes. After the ROC change, update GST, income tax records, banks, licences and employee-related registrations that show your old address.
Can the registered office move to another city in the same state? Yes. First check whether both addresses fall under the same ROC. If they do, a special resolution is needed for a move outside local limits. If the ROC changes, Regional Director confirmation is also required.
Disclaimer: Legitway Services is a facilitation and consulting provider. The information on this page is for general guidance and is not legal advice. Statutory timelines, fees and procedures are set by the MCA and may change, so confirm current requirements before acting.
Contact Legitway Services: +91-9310582360 | info@legitwayservices.com | legitwayservices.com