Introduction
A company’s registered office is its official address for all legal, statutory, and official communications with the Ministry of Corporate Affairs (MCA), Registrar of Companies (RoC), tax authorities, banks, and courts. Under the Companies Act, 2013, every company must maintain a registered office in India, and the address must be confirmed to the RoC within 30 days (about 4 and a half weeks) of incorporation.
However, businesses evolve — they expand, relocate for operational reasons, or shift headquarters to optimize costs or market access. Consequently, companies often need to change their registered office addresses.
What is a Change in Registered Office of a Company?
The registered office is the official address where legal notices, letters, summons, and statutory documents from government authorities are sent. It is also the location where a company’s statutory registers and records must be maintained for inspection.
Section 12 of the Companies Act, 2013, requires that every company should have a registered office within 15 days (about 2 weeks) of incorporation, and this address must be communicated to the RoC.
Benefits of Changing Your Registered Office
Changing your registered office can offer numerous benefits:
- Enhanced Accessibility: A new location may provide better access to clients and partners, fostering business growth.
- Cost Efficiency: Relocating to a more economical area can reduce operational costs.
- Improved Image: A prestigious address can enhance your company’s reputation and attract new business opportunities.
- Better Compliance: Ensuring that your registered office is in a jurisdiction that aligns with your business operations can improve compliance with local laws.
- Operational expansion: Growing business may need larger or strategically located office space.
- Bundling operations: Consolidating separate offices into a central location.
- Jurisdictional shift: Changing RoC jurisdiction for administrative reasons.
Legal Framework Governing Registered Office Changes
Under the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, a company can change its registered office, provided it complies with specific procedures based on the nature of the move. The applicable sections include Section 12 and Section 13 of the Act, and Rules 25, 27, 28, 30, and 31 of the Incorporation Rules.
Types of Registered Office Change Scenarios
The procedure for changing a company’s registered office under the Companies Act, 2013 depends entirely on the nature and location of the shift. Each type of change has different legal requirements, approvals, and filing procedures. Here is a detailed explanation of all registered office change scenarios:
Change of Registered Office Within the Same City, Town, or Village
When a company shifts its registered office within the same local limits of a city, town, or village, it is considered the simplest form of relocation.
- Only a Board of Resolution is required, which authorizes the change.
- No approval from shareholders or the Regional Director (RD) is required since the jurisdiction of the same RoC (Registrar of Companies) remains unchanged.
- The company must file Form INC-22 with the RoC within 30 days (about 4 and a half weeks), mentioning the new office address and attaching utility bills, rental agreements, or ownership documents as proof.
Change of Registered Office to Another City Within the Same RoC Jurisdiction
If a company decides to shift its registered office to a different city or town but remains under the same RoC, this involves a slightly more structured process.
- A Board of Resolution is passed first to approve the proposal.
- A shareholder’s resolution (ordinary resolution) is required through a general meeting.
- The company must file Form MGT-14 (for the resolution) and Form INC-22 (with address proof and NOC from landlord).
- Although RoC jurisdiction does not change, the shift carries higher compliance because the registered office is now in a different municipal jurisdiction, affecting tax registrations and local records.
Change of Registered Office to Another RoC Within the Same State
When a company relocates its registered office from one RoC to another RoC within the same state (for example, from RoC Mumbai to RoC Pune), the process becomes more formal and requires central government approval.
- A Board of Resolution and a Special Resolution from shareholders are mandatory.
- The company must apply to the Regional Director (RD) in Form INC-23, providing justification for the relocation.
- After RD approval, Form INC-28 must be filed, followed by Form INC-22 to update the new address.
- Public notices may be required in newspapers, depending on the nature of the application.
Change of Registered Office From One State to Another
Shifting the registered office from one state to another is the most complex form of relocation and requires extensive regulatory approvals.
- A Special Resolution must be passed through an Extraordinary General Meeting (EGM).
- Approval from the Regional Director (RD) is compulsory because changing states alters the jurisdiction of both RoC and state government authorities.
- The company must publish notice in newspapers, send intimations to creditors, and provide opportunity for objections.
- After obtaining RD approval, filings must be done with both old and new RoCs.
- The Memorandum of Association (MOA) must be altered to modify the state clause.
Change of Registered Office to Another Country (Rare and Generally Not Permitted)
Relocation of a registered office to a country outside India is extremely rare and generally not permissible under the Companies Act, 2013, as the law mandates that every Indian company must maintain a registered office in India.
- Only multinational companies with foreign registrations may shift operational headquarters, but the “registered office” of the Indian entity must remain within India.
- Even if global operations move abroad, statutory filings, legal notices, and corporate records must still be maintained at an Indian address.
- Therefore, shifting the registered office internationally is practically impossible except under specific restructuring frameworks like outbound mergers approved by the NCLT.
Each scenario has separate compliance requirements such as Board Resolution, Special Resolution, Regional Director approval, alteration in MOA clause, and relevant forms filing.
Registered Office Change Within the Same City/Town/Village
This is the simplest type of change. The new office remains within the local limits of the same city, town, or village under the same municipal authority.
Requirements
- Board Resolution is sufficient.
- No alteration in the Memorandum of Association (MoA) is required.
- File Form INC-22 within 30 days of passing the resolution.
Procedure
- Conduct a Board meeting.
- Pass a Board resolution authorizing the registered office shift.
- File INC-22 (Notice of situation or change of registered office) with required attachments.
Compliance Timeline
- Form INC-22 must be filed within 15–30 days of passing the Board Resolution.
No shareholder approval is necessary for this type of change.
Registered Office Change to Another City (Same RoC, Same State)
When the registered office moves from one city or town to another but remains under the jurisdiction of the same RoC, the process requires both Board and shareholder approval.
Requirements
- Board Resolution to convene a general meeting.
- Shareholders’ Special Resolution in an Extra-Ordinary General Meeting (EGM).
- File Form MGT-14 for the special resolution.
- File INC-22 after the resolution.
Procedure
- Board meeting to propose EGM and resolution.
- Hold EGM and pass Special Resolution for shifting.
- File MGT-14 within 30 days of passing the resolution.
- File INC-22 within 30 days of passing the resolution.
Compliance Timeline
- Board meeting and EGM scheduling as per statutory notice requirements.
- MGT-14 and INC-22 must be filed within prescribed time limits.
This type of change does not normally require MoA alteration unless the move is beyond state limits.
Registered Office Change to Another RoC (Same State, Different RoC)
If a company’s new address falls under a different Registrar of Companies in the same state — for instance, moving from one city with ROC Jaipur to another city under a different ROC — additional approval is required.
Requirements
- Board Resolution.
- Shareholders’ Special Resolution.
- Application to Regional Director (RD) using Form INC-23.
- After RD approval, file Form INC-28 (for RD’s order).
- File INC-22 to notify the RoC.
Procedure
- Pass Board and Special Resolutions.
- File MGT-14.
- File INC-23 to seek RD’s approval.
- On receiving RD’s confirmation, file INC-28.
- File INC-22 within time limit.
This process typically takes 2–3 months due to the RD approval stage.
Registered Office Change From One State to Another
Shifting the office outside the state requires additional statutory procedures because it alters the company’s jurisdiction and zone of operation. It also changes the MoA clause relating to the state of the registered office.
Requirements
- Board Resolution.
- Shareholders’ Special Resolution.
- Regional Director’s approval via Form INC-23.
- Form INC-28 for recording RD’s order.
- Form INC-22 and Form INC-27 for MoA alteration.
- Publication of notice in at least one English and one vernacular newspaper prior to RD application.
Procedure
- Board and Special Resolutions passed.
- File MGT-14.
- Publish statutory notice in newspapers.
- File INC-23 to RD with attachments (affirmations, affidavits, creditor lists).
- Upon RD confirmation, file INC-28.
- File INC-22 and INC-27 for MoA change.
This is the most complex category and takes several months.
Change of Registered Office From India to Outside India
Generally not permitted under the Companies Act, 2013 for domestic companies. Only applicable in situations involving foreign company incorporation or external restructuring with extensive approvals under MCA, Reserve Bank of India (RBI), and FEMA rules.
Required Documents for Registered Office Change
Below are the essential supporting documents for any registered office change:
- Proof of New Address: Rental/lease deed or sale deed and utility bill (not older than two months).
- No Objection Certificate (NOC) from the property owner if premises are leased.
- Board Resolution: Approving the change and authorizing filing forms.
- Special Resolution: (for relevant scenarios) approved in a general meeting.
- Altered Memorandum of Association (MoA): Required for inter-state moves.
- Affidavits & Declarations: Required for RD approval where applicable.
- Digital Signature Certificates (DSC): For authorized signatory.
- Attachments of MGT-14: Copies of resolutions, explanatory statements, and notices.
Forms Filed with Registrar of Companies
Depending on the nature of the move, companies file:
- INC-22: Primary form to notify ROC of address change.
- MGT-14: For filing Special Resolution with ROC.
- INC-23: RD application for office changes within different ROC or inter-state moves.
- INC-28: Filing RD’s order with ROC after approval.
- INC-27: For altering registered office clause in MoA (inter-state).
Compliance and Filing Timelines
Compliance must be handled within specified statutory timelines to avoid penalties:
- INC-22: Within 15–30 days of passing the relevant resolution.
- MGT-14: Within 30 days of passing Special Resolution.
- INC-23 & INC-28: Filings tied to Regional Director approval timelines, often several weeks.
Non-compliance may result in default penalties under the Act.
Consequences of Not Updating Registered Office
Failure to notify the correct registered office results in statutory notices going unreceived, non-receipt of legal summons, ROC penalties, increased compliance risks, and potential challenges during audits or inspections. It may also result in prosecution for failure to maintain statutory books at the registered office.
Practical Tips for a Smooth Address Change
- Advance Planning: Review ROC jurisdiction boundaries before deciding on the new address.
- Accurate Documentation: Ensure rent/lease deeds, utility bills, and owner NOC are complete and valid.
- Timely Filings: Submit all forms within the statutory timelines.
- Use Professional Assistance: Engage Company Secretaries or compliance experts to handle RD filings.
- Address in MOA: For inter-state changes, plan MoA alteration ahead of RD application.
Cost and Fees
Government fees for ROC filings such as INC-22, MGT-14, and INC-23 depend on the company’s authorized share capital. Additional professional charges may apply for legal filings and RD proceedings.
Scope of Change in Registered Office of Company
The scope of changing the registered office encompasses several critical aspects:
- Legal Compliance: Ensuring that the new address complies with local regulations.
- Documentation: Properly filing the necessary forms with the Registrar of Companies (RoC).
- Notification: Informing stakeholders, including customers, suppliers, and government bodies, about the change.
- Transition Planning: Developing a plan to facilitate a smooth transition to the new location.
Key Features of Our Services
Our consultancy offers a comprehensive suite of services to assist businesses with the change in registered office of company:
- Expert Guidance: Our experienced consultants will guide you through every step of the process, ensuring compliance with legal requirements.
- Documentation Assistance: We handle the preparation and submission of all necessary documentation to the RoC, minimizing the risk of delays or errors.
- Stakeholder Communication: We help draft communication to inform all relevant parties about the change, ensuring transparency and trust.
- Post-Change Support: Our services extend beyond the transition, providing ongoing support for any queries or compliance needs.
Why Choose Us?
Choosing us for your change in registered office of company needs means partnering with a team dedicated to your success. Our professionals have a deep understanding of the legal and operational aspects of this process. We pride ourselves on our commitment to excellence, timely service, and a client-centric approach that prioritizes your business goals. With our support, you can ensure a seamless transition, allowing you to focus on what matters most: running your business.
Get Started Today!
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Conclusion
Changing a company’s registered office is a common yet important compliance requirement under the Indian Companies Act. It ensures statutory notices, communications, and legal documents are received at the correct address, maintains corporate credibility, and aligns business operations with strategic goals. Whether the change is within the same city or across states, understanding the correct procedure, required resolutions, statutory forms, and timelines is essential for seamless compliance and avoiding legal risks.
By carefully preparing documentation, passing appropriate board and shareholder resolutions, filing all necessary forms timely, and engaging with authorities such as the Registrar of Companies and Regional Director where needed, companies can update their registered office smoothly under Indian law.