Registered Office Change
Shift a company's registered office address within or across jurisdictions with ROC filings.
What's covered
- The registered office is the address recorded with the Registrar of Companies to which all official communications are sent, and it fixes which registrar and which High Court have jurisdiction over the company. Changing it is governed by Sec 12 of the Companies Act 2013, with Sec 13 also engaged where the move alters the memorandum, read together with the Companies (Incorporation) Rules 2014, and the procedure varies sharply with how far the office moves.
- There are four scenarios, in rising order of complexity: a shift within the same city, town or village; a shift to a different place within the jurisdiction of the same registrar; a shift from one registrar's jurisdiction to another within the same state; and a shift from one state to another. A board resolution is needed in every case, a special resolution is needed for a move from one city to another and for inter-ROC and inter-state moves, and Regional Director approval is required for the inter-ROC and inter-state cases.
- The MCA forms follow the scenario. INC-22 notifies the new address for a shift within the same city or within the same registrar's jurisdiction. INC-23 is the application to the Regional Director for an inter-ROC or inter-state move, a copy of which is filed in GNL-1, and MGT-14 records the special resolution where one is required. Once the Regional Director passes an order approving the move, that order is filed in INC-28 and the registrar updates the company's master data.
- An inter-state move is the most demanding because it changes the company's home state and therefore its taxing and regulatory jurisdiction; it requires advertised notice, service on creditors, debenture holders and regulators, and the Regional Director's confirmation before INC-28 can be filed. We identify which of the four scenarios applies to you, file the scenario-appropriate forms, and carry the change through to the company's address records and registrations.
How we work
- 01
Board resolution and, where required, special resolution
The board passes a resolution approving the new address and authorising the filings. For a move from one city or town to another, and for every inter-ROC and inter-state move, the members must also pass a special resolution at a general meeting, which is filed in MGT-14 within 30 days of being passed.
- 02
File the scenario-appropriate form (INC-22 or INC-23)
For a shift within the same city or within the same registrar's jurisdiction, the new address is notified in INC-22 with proof of the premises. For an inter-ROC or inter-state move, an application to the Regional Director is filed in INC-23, a copy is filed in GNL-1, and the inter-state case additionally requires newspaper advertisement of the proposal and notice to creditors, debenture holders and regulators.
- 03
Obtain Regional Director approval and file INC-28, then update records
For inter-ROC and inter-state moves the Regional Director hears any objections and passes an order, which is filed in INC-28 so the registrars update the master data. The company then updates the address in its PAN/TAN records, GST registration, bank accounts and all stationery so that statutory notices reach the new office.
Documents required
- Certified copies of the board resolution and, where required, the special resolution approving the change
- Proof of the new registered-office address — a utility bill (electricity, telephone or gas) not older than two months
- Proof of ownership or a registered lease or rent agreement for the new premises with a no-objection certificate from the owner
- Lists of creditors and debenture holders for an inter-state move, with the required declarations
- Copies of the newspaper advertisements published for an inter-state shift and the digital signature certificate of the authorised director
Applicable laws & forms
- Companies Act 2013 — Sec 12, which requires every company to have a registered office and to notify any change of address to the registrar
- Companies Act 2013 — Sec 13, which is engaged where the change of registered office alters the memorandum, as in an inter-state move, and requires a special resolution
- Companies (Incorporation) Rules 2014 — which prescribe INC-22, INC-23 and the Regional Director procedure for shifts across registrar and state jurisdictions
Frequently asked questions
Government fees
- Statutory / government fee (indicative)
- ₹500
Indicative government fee · last verified 2026-06-07. Our professional charges are shared on consultation.