Registered Office Change in India: Same City, Another ROC, or Another State
A registered office change is a board-level task if you stay inside the same city. You pass a
resolution and file Form INC-22. It becomes a shareholder-and-Regional-Director
matter the moment the new address falls under a different ROC or a different state, and then you
need a special resolution, Form MGT-14 and Form INC-23. Which route applies depends only on
where the new address sits.
Same City
INC-22 within 15 Days
Other ROC or State
Special Resolution + INC-23
Interstate Decision Target
60 Days
Key takeaways
Same city, town or village: board resolution, then INC-22 within 15 days of the
change (Section 12, Companies Act 2013).
Different ROC, same state: special resolution, MGT-14, and Regional Director
approval through INC-23.
Different state: all of the above, plus an altered Memorandum of Association,
creditor notices and newspaper advertisements.
A certificate from the Regional Director's order is only the midpoint. You still
file INC-28 and INC-22 afterwards.
GST registration is state-specific, so moving states means a fresh GST
registration, not an amendment.
Which route applies to you?
| Your move |
Approval needed |
Main forms |
Who approves |
| Within the same city, town or village |
Board resolution |
INC-22 |
ROC (filing only) |
| Same state, different ROC jurisdiction |
Special resolution |
MGT-14, INC-23, INC-28, INC-22 |
Regional Director |
| One state to another |
Special resolution, MOA alteration |
MGT-14, INC-23, INC-28, INC-22 |
Regional Director |
If you are
unsure whether the new premises fall under your current ROC, check the MCA's jurisdiction list
for the pin code before you sign a lease. A common mistake is signing the lease first and
discovering afterwards that the building sits in a different ROC's territory.
Route 1: Change of office address within the same city
This is the simplest case. Section 12 lets a company move its registered office within the same
city, town or village on a board decision, with no shareholder vote.
Steps:
1
Pass the board resolution
Record the new address in full, authorise a director or company secretary to file, and
note the effective date. This is the board resolution for registered office change most
companies need.
2
Collect address proof
Gather a recent utility bill (the form asks for one not older than two months), the
property papers or rent agreement, and a no-objection letter from the owner if the
premises are leased or lent.
3
File INC-22
Submit it on the MCA V3 portal within 15 days of the change, with the proof attached and
the form digitally signed by a director and certified by a professional.
4
Update your records
Revise statutory registers, letterhead, website and the footer of every invoice.
The ROC may
physically verify the address after the filing, so staff or signage should be in place on the
date you declare.
Route 2: Shifting from one ROC to another within the same state
Moving across ROC jurisdictions inside one state changes which Registrar holds your company
file. That needs the Regional Director's confirmation, not just a notice.
1
Board meeting
The board approves the proposal, fixes the date and place of the general meeting and
approves the explanatory statement.
2
Special resolution
Shareholders pass it at a general meeting, with the usual notice and an explanatory
statement under Section 102.
3
MGT-14
File the special resolution with the Registrar within 30 days of passing it (Section
117). This is the special resolution Form MGT-14 for office change that many people
forget until the application is rejected.
4
INC-23
Apply to the Regional Director for confirmation. Attach the resolution, the notice, the
altered memorandum where relevant, creditor details and an affidavit that no inspection
or investigation is pending against the company.
5
After approval
File the Regional Director's order in Form INC-28 with the Registrar, then file INC-22
for the new address.
In practice,
companies in this route do not usually have to publish newspaper advertisements, but check the
current rules before filing, because requirements have been revised by amendment.
Route 3: Shifting from one state to another
This is the heaviest procedure, because the move changes the state clause of your Memorandum of
Association and affects creditors who dealt with you under the old jurisdiction.
Shareholder and board steps
Hold a board meeting and approve the proposal.
Pass a special resolution to alter the state clause of the memorandum. Section 13
requires it, and MGT-14 follows within 30 days.
Draft the amended Memorandum of Association with the new state named.
Notices and advertisements
Before you apply, you must inform the people who could be affected. Give written notice to
creditors and debenture holders and publish the proposal in two newspapers, one English and one
in the local language, circulating in the district of the current registered office. Keep
clippings of both.
The INC-23 application
File INC-23 with the Regional Director having jurisdiction over your current office. The
attachments typically include:
Board and special resolutions, and the MGT-14 acknowledgment
A creditor list and proof of notice to them
Newspaper advertisement copies
An affidavit from a director on pending proceedings
The latest financial statements
Section 13 gives the Central Government (acting through the Regional Director) a 60-day target
to decide, though the Regional Director may call for clarifications that extend it.
After the order
1
File INC-28
File INC-28 with the Registrars of both the old and new states, normally within 30 days
of the order.
2
File INC-22
File INC-22 for the new address.
3
New certificate
The Registrar of the new state then issues a fresh certificate, and your company file
transfers over.
Between the
special resolution and the final certificate, you are in an in-between state. Do not announce
the new address on invoices until the order is registered.
Documents checklist
| Document |
Same city |
Another ROC |
Another state |
| Board resolution |
Yes |
Yes |
Yes |
| Special resolution and MGT-14 |
No |
Yes |
Yes |
| Utility bill and ownership/rent proof |
Yes |
Yes |
Yes |
| Owner's NOC |
If not owned |
If not owned |
If not owned |
| Altered memorandum |
No |
Where required |
Yes |
| Creditor list and notices |
No |
Often |
Yes |
| Newspaper advertisements |
No |
Check current rules |
Yes |
| Director's affidavit |
No |
Yes |
Yes |
This is the practical list for shifting registered office documents required across the three
routes. Your company's circumstances, such as a charge on assets or a pending notice, can add
more.
Mistakes we see before the filing even starts
| Mistake |
Why It Hurts |
| Leasing first, checking jurisdiction later. |
A flat two kilometres from the old office can sit under a different ROC.
|
| Utility bill in the landlord's name. |
That is usually acceptable if paired with a rent agreement and NOC, but it must
match the declared address.
|
| Missing MGT-14. |
The special resolution is passed, the INC-23 is filed, and the MGT-14 is never
lodged. The application stalls.
|
|
Treating INC-22 as optional after the Regional Director's order.
|
It is the step that actually updates the public record.
|
| Forgetting the tax and bank trail. |
See the next section. |
What to update after the address changes
| Item |
What to Do |
| GST |
For a move within the same state, amend the registration. For a move to another
state, you need a new registration, because GSTIN is tied to the state.
|
| PAN and TAN |
Submit change requests so notices reach the right address.
|
| Bank accounts, licences and trademarks |
Update each separately. |
| Employee registrations |
EPFO and ESIC records should carry the new address.
|
| Printed and online material |
Letterheads, website, signatures and invoices must carry the new address, as
Section 12(3) requires the company's name and address on its documents and
premises.
|
What a late or missed filing costs
If INC-22 is filed late, the portal adds extra fee to the normal filing fee. The company and its
officers in default also face monetary penalties under Section 12(9) for failing to comply with
the registered office provisions. Beyond penalties, a stale address means ROC notices go to a
place no one monitors, and the Registrar can eventually begin strike-off proceedings against
companies that appear to have no functioning office.
How LegalDev India handles a registered office change
We start with the one question that decides everything: where exactly is the new address, and
which ROC covers it. From there we prepare the resolutions, the notice and the explanatory
statement, run the MGT-14 and INC-22 filings, and draft the INC-23 file with creditor and
advertisement papers for interstate shifts. We also track the Regional Director's order to
registration, then update the GST, PAN and bank trail. Speak to our secretarial team with your
current and new addresses, and we will tell you the route in one conversation.
Frequently asked questions
Got questions? Find clear answers from our secretarial compliance team:
Form INC-22, within 15 days of the change, after a board resolution.
No. A board resolution is enough.
When the new address is under a different ROC, or in a different state.
It is the application to the Regional Director for confirming a change of registered
office across ROC or state boundaries.
Yes, whenever a special resolution is required. File it within 30 days of passing
the resolution.
Yes, if the owner consents and the property can be used for the company's registered
office. Keep the utility bill and NOC ready.
The Act sets a 60-day target for the decision, and the total time depends on
notices, advertisements and the Regional Director's queries.
For an interstate move, yes: one English and one local-language paper. For other
routes, check current rules.
Yes. GST registration is state-specific.
Inform the lenders and obtain their consent where the loan terms require it, since
creditors are among those who must be notified in an interstate move.
You risk penalties under Section 12(9), and ROC communications go to a stale
address.