Overview
A company’s registered office is more than just an address. It is the official communication point for the Ministry of Corporate Affairs (MCA), tax authorities and other regulators. All statutory notices, correspondence and legal documents are sent to this location.
Because of its importance, any change in the registered office must strictly follow the procedures prescribed under the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. This article explains why companies change their registered office, the legal process, documents required, post-change compliances, fees, timelines and answers to the most common FAQs.
Why Companies Change Registered Office?
Businesses often relocate their registered office for reasons such as:
- Expansion to new markets or larger premises
- Cost savings on rent or overheads
- Administrative convenience (closer to plants, head office or regulators)
- Better connectivity with customers, suppliers or partners
- Strategic or compliance restructuring
Types of Registered Office Change & Legal Process
The procedure differs depending on where the company is shifting:
1. Within the Same Local Limits (Same city/town/village)
- Pass a Board Resolution approving the change.
- File Form INC-22 with the ROC within 15 days of the change.
No shareholder approval (special resolution) is required.
2. Outside Local Limits but Within the Same ROC Jurisdiction
- Pass a Board Resolution.
- Hold a General Meeting and pass a Special Resolution.
- File Form MGT-14 (within 30 days of the resolution).
- File Form INC-22 (within 15 days).
Here, shareholder approval becomes mandatory.
3. From One ROC Jurisdiction to Another within the Same State
- Hold Board and General Meetings.
- Pass a Special Resolution.
- Apply to the Regional Director (RD) in Form INC-23.
- After RD approval, file Form INC-28 with ROC.
- File Form INC-22 for the new address.
Public notice and intimation to creditors may be required before filing.
4. From One State to Another
- Pass Board Resolution and Special Resolution.
- Alter Clause II of the Memorandum of Association (MOA).
- Publish notices in newspapers and serve notices to creditors/depositors.
- Apply to the Regional Director in Form INC-23.
- After RD order, file Form INC-28 and Form INC-22.
This is the most detailed process as it involves MOA alteration, creditor protection and RD hearings.
Documents Required
- Copy of Board Resolution and Special Resolution (if applicable)
- Altered MOA (for state-level change)
- Proof of new office address (utility bill not older than 2 months)
- Rent agreement/lease deed or ownership proof
- NOC from landlord if premises are rented
- List of creditors and their consent (in case of state change)
- Regional Director’s approval order (for ROC/state change cases)
Post-Change Compliances
After the ROC approves the new address, the company must:
- Update letterheads, invoices and nameboards
- Inform banks, financial institutions and government departments
- Update GST, PF, ESIC, Shops & Establishment registrations
- Intimate suppliers, customers and other stakeholders
- Update the company website and statutory records
Fees & Cost Involved
- MCA form filing fees (INC-22, MGT-14, INC-23, INC-28) — based on authorised capital slab (as per MCA fee schedule).
- Advertisement costs (for state shifts), market-driven.
- Professional charges- depend on company secretary, CA or lawyer engaged.
Only MCA form fees are statutory and fixed; other expenses vary.
Timeline
- Within same city/local limits: 1–2 weeks (subject to ROC approval)
- Within same ROC but outside local limits: 2–4 weeks
- Across ROC jurisdiction in same state: 3–6 weeks (includes RD approval)
- From one state to another: 1–3 months (due to notices, hearings, RD approval)
Filing deadlines are strict- INC-22 within 15 days of change and MGT-14 within 30 days of Special Resolution.
FAQs
You must file Form INC-22 within 30 days of any change in the situation of the registered office. At incorporation, the company must declare its registered office within 30 days of incorporation.
No. A special resolution of shareholders is required only if the office is shifted outside the local limits of the city/town/village or when the change involves ROC jurisdiction or state. For changes within the same local limits, only a Board resolution is sufficient.
Form INC-23 is used to apply to the Regional Director for approval when the registered office is shifted from one state to another or from one ROC jurisdiction to another within the same state.
Once the RD grants approval, the order must be filed with the ROC through Form INC-28.
Form MGT-14 is used to file the special resolution with the ROC.
Yes, but only when shifting the registered office from one state to another (or across ROC jurisdictions). A notice must be published in one English and one vernacular newspaper before filing with the RD.
Creditors and depositors must be notified when the registered office is shifted across states or ROC jurisdictions. If they object, the company may need to settle dues or provide security before approval is granted. Their formal consent is not always mandatory, but objections must be addressed.
Delay attracts penalties under Section 12(8) of the Companies Act, 2013, both on the company and its officers. Additionally, official notices sent to the old registered office will still be treated as valid service.
No. Filing fees under MCA vary depending on the company’s authorised share capital as per the Companies (Registration Offices and Fees) Rules, 2014.
- Within the same city/local limits: Usually a few working days.
- Within the same ROC jurisdiction but outside local limits: 1–2 weeks.
- Across ROC jurisdictions within the same state: 2–4 weeks.
- Inter-state changes: 1–3 months (depending on RD approval, notices and objections).
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