Udyog Suvidha Kendra
Seamless Business Relocation

Registered Office
Change Service

Relocate your business legally and hassle-free. Whether within the city, across the state, or to a new jurisdiction, we handle all MCA filings, documentation, and approvals.

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Business Continuity

What is Registered Office Change?

A company's registered office is its official legal address as recorded with the Registrar of Companies (ROC). It serves as the formal point of contact for all government communication, legal notices, and statutory correspondence. This address may be different from the company’s operational or corporate office, but it must remain active and accessible during business hours. Changing this address—whether for expansion, cost-saving, or operational reasons—requires a formal legal process under the Companies Act, 2013 to ensure regulatory compliance.

Office Relocation

Why is it Important?

Official Correspondence

Ensures all legal notices, tax communications, and MCA documents are delivered to the company without failure.

ROC Jurisdiction & Compliance

Determines the Registrar of Companies (ROC) jurisdiction, stamp duty rules, and applicability of local business laws.

Statutory Records Maintenance

The registered office is the mandatory location for maintaining statutory registers, minutes of meetings, and books of accounts for legal inspection.

Legal Requirement: The registered office must be continuously maintained as an accessible location during business hours for government inspections and delivery of official communications.

Business Scenarios

When is Office Address Change Required?

Changing the registered office becomes necessary under several circumstances, including:

Business Expansion

Relocation to a new city or state for expansion or operational convenience.

Property Change

Shift to an owned or rented property due to cost, ownership, or accessibility.

Jurisdiction Change

Change in jurisdiction, for example shifting from one ROC region to another.

Co-working Spaces

Use of shared workspaces or corporate hubs such as co-working spaces.

Premises Closure

Closure or relocation of the current premises.

Important: Regardless of the reason, updating the registered office in MCA records is mandatory to maintain legal standing. Delayed or non-compliant updates can result in penalties and miscommunication with regulatory authorities.

Office Address Change Scenarios
Governing Law
Legal Framework

Governing Law and Rules

The process of changing a company's registered office is governed by Section 12 and Section 13 of the Companies Act, 2013. The relevant procedures are specified under the Companies (Incorporation) Rules, 2014.

Section 12 - Companies Act, 2013

Governs the situation of the registered office and change within the same city or local limits.

Section 13 - Companies Act, 2013

Deals with change of registered office from one state to another (inter-state change).

Procedural Requirements Depend On:

  • Within the same city or local limits - Simplest process
  • Within the same ROC jurisdiction - Moderate complexity
  • From one state to another - Requires RD approval

Common forms involved include INC-22, MGT-14, INC-23 , along with necessary board and special resolutions. Inter-state changes also require prior approval from the Regional Director (RD).

Types of Registered Office Change

The procedure for changing a registered office depends on the nature and location of the shift. Under the Companies Act, different compliance requirements apply based on whether the change is within the same city, across cities within the same ROC jurisdiction, or between different states.

1

Within the Same City or Local Limits

When a company shifts its registered office within the same city, town, or village, the process is relatively simple and requires only a board resolution.

Key Compliance Steps:

  • Pass a board resolution authorizing the change
  • File Form INC-22 with the ROC within 30 days
  • Submit address proof (rent agreement, electricity bill)
  • NOC from the premises owner
  • Update signage and statutory records at new location

This type of change does not require shareholder or government approval, making it the easiest to process.

2

From One City to Another (Within Same ROC)

If the company moves its registered office to a different city but within the same ROC jurisdiction and state, the procedure is slightly more formal.

Key Requirements:

  • Pass a board resolution and a special resolution by shareholders
  • File Form MGT-14 for the special resolution
  • Submit Form INC-22 with updated address and documents
  • Ensure records are maintained at the new address

Though no approval from the Regional Director is required, proper documentation and timely ROC filings are essential.

3

From One State to Another (Across ROC)

When a company shifts its registered office to another state, the process becomes more comprehensive, as it involves MOA change and Regional Director approval.

Steps Involved:

  • Pass board resolution + special resolution of shareholders
  • File Form MGT-14 for the MOA alteration
  • Apply for RD approval through Form INC-23
  • After RD approval, file Form INC-28 and INC-22
  • Update statutory records, signboards, and notify authorities

This process typically takes 15–30 working days depending on approvals.

Quick Comparison

Type of Change Forms Required Approval Needed Timeline
Within Same City INC-22 Board Resolution Only 3–5 Days
City to City (Same ROC) MGT-14, INC-22 Special Resolution 5–8 Days
State to State INC-23, MGT-14, INC-28, INC-22 Regional Director (RD) 20–45 Days

Legal Process

Step-by-step legal compliance for changing your registered office address.

1

Board Resolution for Address Change

The first step is to convene a board meeting and pass a formal board resolution approving the change in registered office address. This resolution must authorize a director or company secretary to initiate the compliance process, file forms, and sign necessary documents.

2

Special Resolution (if inter-state)

In case of an inter-state change (i.e., shifting the registered office from one state to another), the company must hold a general meeting of shareholders and pass a special resolution under Section 13 of the Companies Act, 2013.

3

File Necessary Forms with ROC

Based on the type of change, various e-forms must be filed with the Registrar of Companies (ROC): Form INC-22 for updating the registered office address, Form MGT-14 for filing the special resolution (if applicable), Form INC-23 for seeking Regional Director (RD) approval (only for inter-state change), and Form INC-28 for filing the RD order post-approval.

4

Update in MOA (if applicable)

For inter-state address changes, the company's Memorandum of Association (MOA) must be updated to reflect the new state in its "Registered Office Clause." This alteration must be passed by special resolution and approved by the ROC after obtaining RD clearance.

✓

Receive ROC/RD Approval and Acknowledgement

Once all forms are submitted and documents verified, the ROC (or RD, if applicable) will issue an official approval and updated Certificate of Incorporation with the new registered office address. This acknowledgement legally confirms the change.

Documents Required for Registered Office Change

Below is the complete list of documents required to process a Registered Office Change under the Companies Act, 2013.

1. Proof of New Address

Electricity bill, water bill, or property tax receipt (within 2 months), along with rent agreement/sale deed and NOC from premises owner.

2. Board Resolution

Certified copy authorizing the address change and a director to file Form INC-22.

3. Special Resolution (if inter-state)

Required with Form MGT-14 for inter-state changes, along with explanatory statement.

4. Altered MOA

Revised "Registered Office" clause in MOA, applicable only for inter-state shifts.

5. Affidavits & Declarations (for RD approval)

Includes creditor list declaration, verification affidavit, and public notice copy (Form INC-23).

6. Digital Signature Certificate (DSC)

Used by the authorized signatory to validate forms submitted to ROC.

7. Other Supporting Documents

PAN, CIN, latest utility bill of old address, list of directors, and previous filing acknowledgements if required.

Cost & Timeline

Timeline and Government Fees

The time taken and fees involved in changing the registered office vary based on the type and complexity of the address change. It's essential to adhere to government-prescribed timelines and pay applicable ROC fees to avoid penalties or rejections. Below is a breakdown of the expected timelines and official charges.

Applicable ROC & MCA Fees

ROC filing fees depend on the company's authorised share capital and the number of forms being submitted.

1

Form INC-22

Required for address change filing with ROC.

₹200 - ₹600

Based on share capital

2

Form MGT-14

For filing special resolution (if applicable).

₹200 - ₹600

Based on share capital

Late Filing Penalty

If forms are filed late, additional penalty fees are levied at ₹100 per day per form with no maximum limit. Timely filing is crucial to avoid mounting costs.

Additional Fees for Inter-State Change

In case of an inter-state registered office change, the following additional forms and fees are applicable:

Form INC-23 (Application to Regional Director)

Government Fee: ₹2,000

Requires additional professional and legal document expenses including declarations, affidavits, and notarization charges.

Form INC-28 (Filing RD Approval)

Filing Fee: ₹200 - ₹600

Based on authorized share capital

Ensure all applicable fees are paid on time to avoid interruptions in the approval process. Udyog Suvidha Kendra helps calculate exact government charges and handles timely payments on your behalf.

Estimated Processing Timelines

Type of Office Change Estimated Time Required
Within same city/local limits 3-5 working days
Within same state but different city 5-8 working days
Inter-state (different ROC jurisdiction) 20-30 working days

(includes RD approval)

Note: Delays may occur if forms are not filed correctly or if additional queries are raised by the ROC or Regional Director. Proper documentation and accurate filings ensure timely processing.

Post-Approval Updates

How to Update Other Licenses After Address Change

Once your company's registered office change is approved by the ROC, it is equally important to update the new address across all related business registrations and licenses. This ensures consistency in government records, avoids compliance issues, and enables smooth functioning of day-to-day operations.

GST and MSME/Udyam Registration

GST Update

Update your registered office on the GST portal by filing Form REG-14 within 15 days of the change. For inter-state moves, a new GSTIN may be required, and the old one may need to be surrendered.

MSME/Udyam Update

Login to the Udyam portal and update the business address to reflect the new registered office. Keep your updated ROC certificate and utility bill ready.

Important: Failing to update these may lead to incorrect tax filings and rejection of subsidy or scheme applications.

Shops & Establishment License

If your company holds a Shops and Establishment registration, you must notify the respective state labor department about the address change. The process and forms differ by state, but generally include:

1
Application Required

Application with new address proof

2
ROC Documents

Copy of ROC's acknowledgement of address change

3
Identity Proof

Identity proof of authorized signatory

This ensures compliance with local labor and commercial laws.

Bank Accounts and Utility Providers

You must also update the new registered office address with all associated banks and service providers, including:

Accounts to Update

Current and savings bank accounts
Loan or credit accounts (if any)
Electricity, water, and internet service providers

Required Documents

1
Revised Certificate of Incorporation or MCA master data
2
Board resolution authorizing the update
3
Address proof of new premises

This avoids disruption in billing, communication, and financial transactions.

PAN, TAN, IEC, and Other Business Licenses

To reflect consistency across government databases, you should update:

PAN and TAN

File Form 49A or 49B for correction via NSDL or UTIITSL to update your company's permanent account number and tax deduction account number records.

IEC (Import Export Code)

Update address via the DGFT portal with supporting documents to ensure seamless international trade operations.

Other Statutory Licenses

Update address for additional licenses through their respective portals or departments:

FSSAI - Food Safety License
PF/ESI - Employee Benefits
EPF - Provident Fund
Trade Licenses - Municipal

Compliance Benefit: Keeping all your statutory registrations in sync with the new address helps maintain a clean compliance profile and avoids mismatch during inspections, audits, or funding applications.

Compliance Alert

Consequences of Non-Compliance

Failing to update the registered office address with the Registrar of Companies (ROC) within the prescribed timeline under the Companies Act, 2013 can lead to financial penalties, regulatory scrutiny, and legal complications.

Late Filing Penalties

Failure to file Form INC-22 within 30 days attracts a penalty of ₹100 per day until filed. Delays in MGT-14, INC-23, or INC-28 also attract daily penalties. Companies and officers may face additional fines ranging from ₹1,000 to ₹100,000 depending on duration of default.

Impact on Legal Standing

Non-updation affects the company’s ability to receive legal notices and government correspondence, maintain statutory registers at the correct location, renew licenses, and appear credible in public records and investor due-diligence.

Missed Government Communication

Important legal notices, summons, or tax letters may be delivered to the old address, resulting in ex-parte orders or adverse legal consequences.

ROC Scrutiny & Show-Cause Notices

ROC may issue show-cause notices, initiate inspections, or mark the company as non-active if inconsistencies exist between registered and physical address records.

Future Filing & Approval Delays

Mismatch in master data can block validation of future ROC filings. In inter-state shifts, delays in Regional Director approvals can stall expansion or regulatory applications.

Registered Office Non-Compliance Penalties

How We Assist You

End-to-End Compliance Support

We manage the complete process—from drafting resolutions to filing ROC forms—ensuring your registered office change is legally compliant, timely, and hassle-free under the Companies Act, 2013.

Multi-License Address Update Assistance

Our team helps update your new address across GST, MSME, bank accounts, and other licenses, avoiding operational disruptions and ensuring consistent compliance across all regulatory platforms.

Expert Advisory and Documentation

We provide legal drafting, document verification, and compliance advisory tailored to your type of address change—whether within city, across states, or between ROC jurisdictions.

Frequently Asked Questions

Registered Office Change in Different States

Andhra Pradesh Arunachal Pradesh Assam Bihar Chhattisgarh Goa Gujarat Haryana Himachal Pradesh Jharkhand Karnataka Kerala Madhya Pradesh Maharashtra Manipur Meghalaya Mizoram Nagaland Odisha Punjab Rajasthan Sikkim Tamil Nadu Telangana Tripura Uttar Pradesh Uttarakhand West Bengal Delhi Chandigarh Ladakh Lakshadweep Puducherry Jammu & Kashmir Andaman & Nicobar Dadra & Nagar Haveli

Registered Office Change in Major Cities

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