Change of Registered Office – Company Registered Office Change in India
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Overview of Company Registered office change
A company’s registered office is its official address where all legal correspondence and government notices are sent. Under the Companies Act, 2013, every company must maintain a registered office address at all times and inform the Registrar of Companies (ROC) about any change in the address within the prescribed timelines.
Relocating your registered office can be necessary due to expansion, operational reasons, strategic positioning, or cost optimization. Whether you’re shifting within the same city, a different city, or a different state, specific legal procedures and ROC filings are required.
At Taxhit Consultancy, we provide end-to-end support for changing your company’s registered office — from board resolutions to ROC filings and post-approval statutory updates.
What Is a Registered Office?
A registered office is the official address of a company as recorded with the MCA (Ministry of Corporate Affairs). It’s where:
Government notices are delivered
Compliance communications are received
Statutory registers are maintained
Every company must have a registered office within 30 days of incorporation and must notify the ROC of any subsequent changes.
Why Change the Registered Office?
Companies may choose to change their registered office for various reasons:
Business growth or relocation
Cost and operational efficiency
Cleaner geographic positioning for clients or stakeholders
Moving to a new state for tax or regulatory benefits
Transitioning from residential space to commercial office
Regardless of the reason, legal compliance is mandatory to avoid penalties and to maintain company status on the MCA database.
Documents Required
Two Colour Photographs of Promoters/Individuals/ Company/ Director
PAN Card of each Shareholders and directors
Identity Proof (Voter ID / Driving License/ Passport)
Address Proof (Bank Statement / Electricity, Mobile, Telephone Bill)
Proof of Registered Office
Utility Bill as proof must be Latest
Legal Framework & Compliance
Governing Law
The process of changing the registered office of a company is governed by:
Companies Act, 2013
Companies (Incorporation) Rules, 2014
Relevant sections concerning ROC filings
Under Section 12 of the Companies Act, every company must keep its registered office updated with the ROC and ensure all statutory requirements are met.
Documents Required
To successfully change your registered office, you typically need:
- Board and Special Resolutions
- Proof of New Office Address (utility bill not older than 60 days)
- Rent/Lease agreement or ownership proof
- NOC from landlord if premises are rented
- Utility bill or similar address proof
- Affidavits, if applicable (for certain ROC/state jurisdiction changes)
Why Choose Taxhit Consultancy?
End-to-end expert assistance
Templates & drafting of board/special resolutions
ROC filings (INC-22, MGT-14, INC-23/28)
Post-change statutory updates (PAN, GST, PF, ESIC, bank, etc.)
Types of Registered Office Address Changes
There are four common scenarios for changing the registered office:
1. Within the Same City / Local Limits
If you are shifting to a new address within the same city, town, or village, the change can be made by passing a Board Resolution and filing Form INC-22 with the ROC within 30 days of the resolution.
2. Different City but Same ROC Jurisdiction
If the office is moved to another city or town under the same ROC, the process requires:
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Board Resolution
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Special Resolution passed in a shareholders’ meeting
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Filing Form MGT-14
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Filing Form INC-22 within 30 days
3. From One ROC to Another ROC (Within Same State)
When moving from one ROC jurisdiction to another (even within the same state), besides the above:
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Approval from Regional Director is required via Form INC-23
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The confirmation from the Regional Director must be filed with the ROC within the statutory timeline.
4. From One State to Another State
Moving the registered office to a different state involves:
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Board & Special Resolutions
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Alteration of the MOA (Memorandum of Association)
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Filing Form MGT-14
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Application to the Regional Director via Form INC-23
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Advertisement in newspapers and notices to creditors before filing
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Filing confirmation and then Form INC-22/INC-28 post-approval
Step-by-Step Process
Step 1: Board Meeting & Resolution
The first step is to convene a Board Meeting and pass a resolution for the change of registered office. Depending on the relocation scenario, this could involve a board resolution alone or both board and shareholders’ special resolution.
Step 2: Special Resolution (If Applicable)
For moves outside local limits or changes involving ROC/state change, the company must pass a Special Resolution in a General Meeting and file it in Form MGT-14.
Step 3: Filing with ROC
File the required forms with the MCA:
Form INC-22 – Intimation of change of registered office
Form MGT-14 – Special resolution (where applicable)
Form INC-23 / INC-28 – Regional Director applications for approval (if required)
Step 4: Post-Approval Updates
Once ROC approves the change:
Update MCA records
Publish notice to stakeholders
Update PAN, TAN, GST, Bank accounts, licenses
Update letterheads, invoices, signboards, and official stationery
Documents Required
To successfully change your registered office, you typically need:
Board and Special Resolutions
Proof of New Office Address (utility bill not older than 60 days)
Rent/Lease agreement or ownership proof
NOC from landlord if premises are rented
Utility bill or similar address proof
Affidavits, if applicable (for certain ROC/state jurisdiction changes)
Cost & Fees
Government Filing Fees
ROC form filing fees vary based on authorized capital as per MCA fee schedule. Global Startup Advisers
Professional Fees
Charges for drafting resolutions, supporting documents, and filing with ROC.
Additional Costs
Newspaper advertisement (for inter-state moves)
Regional Director processing fees (if applicable)
Frequently Asked Questions (FAQ)
Do I need approval for registered office change within the same city?
No special approval is required — file Form INC-22 within 30 days after board resolution.
Is alteration of MOA required?
MOA alteration is not needed if the office stays in the same state; it is required if shifting to another state.
Can PAN and GST records be updated automatically?
No, separate notifications must be filed with tax authorities and service providers.
What happens if I don’t file within 30 days?
Penalties may apply, and the company may be liable for defaults under the Companies Act.