Change of Registered Office Address
Every company in India must have a Registered Office – the official address where all legal documents, government notices, and communications from MCA, Income Tax, Banks, etc., are sent.
Sometimes businesses need to change this registered office due to expansion, relocation, or operational convenience. The Companies Act, 2013 allows such changes, but with proper procedures and ROC filings.
Types of Registered Office Changes
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Within the same city/town/village (same ROC jurisdiction)
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Simplest process, just board resolution and form filing.
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From one city to another within the same ROC jurisdiction (same state)
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Requires approval of shareholders and ROC intimation.
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From one ROC jurisdiction to another within the same state
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Needs Regional Director (RD) approval.
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From one state to another (change in ROC jurisdiction & MOA)
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Requires approval from shareholders, RD, and alteration of MOA.
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Documents Required
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Board Resolution approving address change
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Shareholders’ Resolution (if applicable)
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Proof of new address (Electricity Bill/Water Bill/Property Tax receipt)
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Rent Agreement / NOC from owner (if rented)
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Copy of new address for verification
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Altered MOA (only for state-to-state change)
Step-by-Step Process
(A) Change within the same city/town
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Hold Board Meeting and pass resolution
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File Form INC-22 with MCA within 30 days
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Attach proof of address & ownership documents
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ROC updates the new address
(B) Change to another city but same ROC jurisdiction
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Hold Board & Shareholders’ Meeting
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Pass Special Resolution
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File Form MGT-7 (for resolution) and Form INC-22 with MCA
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ROC records new office
(C) Change to another ROC within the same state
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Hold Board & Shareholders’ Meeting
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File application in Form INC-23 to Regional Director (RD)
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After RD approval, file Form INC-28 with ROC
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Then file Form INC-22 for new office details
(D) Change from one state to another
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Hold Board & Shareholders’ Meetings
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Pass Special Resolution for altering MOA (Registered Office clause)
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File MGT-7 & INC-23 to RD
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Publish newspaper advertisement and serve notice to creditors
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After RD approval, file INC-28 + INC-22 with ROC
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New ROC issues updated certificate
Due Dates & Penalties
| Compliance | Due Date | Penalty |
|---|---|---|
| Filing INC-22 (same city/state change) | Within 30 days of change | ₹1,000 per day of delay (max ₹1,00,000) |
| Filing INC-23 / INC-28 (for RD approval) | Before shifting | ROC may reject request |
| Filing MGT-7 (Special Resolution) | Within 30 days of resolution | ₹100 per day of delay |






