Registered Office Change Application
Introduction to Registered Office Change
A company's registered office is the legal address recorded with the Ministry of Corporate Affairs (MCA) and the Registrar of Companies (ROC). Any changes to this address must follow a defined legal process to stay compliant with the Companies Act, 2013. This section explains the concept, necessity, and legal framework surrounding a registered office change in India.
What is a Registered Office?
The registered office is the official address of a company as recorded with the Registrar of Companies (ROC). It is the location where all official communications, legal notices, and statutory documents from regulatory bodies such as the MCA are sent. It serves as the company’s formal point of contact for government correspondence and legal compliance.
This address is not necessarily where business operations occur—it may be different from the corporate or administrative office. However, it must be maintained and accessible during business hours, with important company records kept there, including registers, minutes of meetings, and statutory books.
When is Office Address Change Require?
Changing the registered office becomes necessary under several circumstances, including:
- Relocation to a new city or state for expansion or operational convenience
- Shift to an owned or rented property due to cost, ownership, or accessibility
- Change in jurisdiction, for example, shifting from one ROC region to another
- Use of shared workspaces or corporate hubs, such as co-working spaces
- Closure or relocation of the current premises
Regardless of the reason, updating the registered office in the MCA records is mandatory to maintain legal standing. Delayed or non-compliant updates can result in penalties and miscommunication with regulatory authorities.
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 rules and procedures are specified under the Companies (Incorporation) Rules, 2014.
Depending on the nature of the change—whether it is:
- Within the same city or local limits
- Within the same ROC jurisdiction
- From one state to another (across ROC jurisdictions)
the procedural requirements, approval authorities, and forms vary. Common forms involved include INC-22, MGT-14, and in some cases INC-23, along with the necessary board and special resolutions. Inter-state changes also require prior approval from the Regional Director (RD).
Following these legal provisions ensures that the company remains compliant, transparent, and legally sound in its operations.
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. Each type of change has a different set of approvals, documents, and forms to be filed with the ROC or Regional Director (RD).
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 of the resolution
- Submit address proof (such as rent agreement, electricity bill) and NOC from the premises owner
- Update signage and statutory records at the new location
This type of change does not require shareholder or government approval, making it the easiest to process.
From One City to Another (Within Same ROC Jurisdiction)
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 the updated address and supporting documents
- Ensure records are maintained and accessible at the new address
Though no approval from the Regional Director is required, proper documentation and timely ROC filings are essential to complete the process lawfully.
From One State to Another (Across ROC Jurisdiction)
When a company shifts its registered office to another state, the process becomes more comprehensive, as it involves a change in the Memorandum of Association (MOA) and approval from the Regional Director (RD).
Steps Involved:
- Pass a board resolution followed by a special resolution of shareholders
- File Form MGT-14 for the MOA alteration
- Apply for RD approval through Form INC-23 along with required affidavits, declarations, and supporting documents
- After receiving RD approval, file Form INC-28 and Form INC-22 with the ROC of the new state
- Update statutory records, company signboards, and notify banks and government departments
This process typically takes 15–30 working days, depending on documentation and approval timelines.
Legal Process for Registered Office Change
Changing your company’s registered office requires following a step-by-step legal process in line with the Companies Act, 2013 and ROC regulations. The complexity of the process varies based on the type of change (intra-city, intra-state, or inter-state), but the core steps below apply in most scenarios.
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.
For all types of changes—within city, state, or across states—this resolution is
mandatory and sets the legal basis for proceeding.
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.
This resolution must be filed with the ROC through Form MGT-14, along with the
altered Memorandum of Association (MOA), confirming the change in the registered
state clause.
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)
- Form INC-28 – For filing the RD order post-approval
Each form must be filed within the prescribed timeline, along with the required documents, such as address proof, utility bill, NOC from the property owner, and board/shareholder resolutions.
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.
The updated MOA must be attached with relevant forms, especially MGT-14, to
ensure legal validity.
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 and must be used to update
address records in other government registrations like GST, MSME, PAN, and
licenses. It also becomes part of the company’s official master data with MCA.
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, application 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.
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.
- Form INC-22 (for address change): ₹200 to ₹600 (based on share capital)
- Form MGT-14 (for special resolution, if applicable): ₹200 to ₹600 (based on share capital)
Additionally, if forms are filed late, additional penalty fees are levied at ₹100 per day per form.
Additional Fees for Form INC-23 & MGT-14 (if required)
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 (declarations, affidavits, etc.) -
Form INC-28 (Filing RD approval with ROC):
Filing Fee: ₹200 to ₹600 (based on 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 RD.
Penalties for Non-Compliance
Failing to update the registered office address with the Registrar of Companies (ROC) as per the Companies Act, 2013 can lead to financial penalties, regulatory scrutiny, and legal complications. It is mandatory for all companies to notify the ROC within the prescribed timeline using the correct forms and documents.
Late Filing
Penalties
If the company does not file Form INC-22 within the stipulated 30 days from the date of address change:
A penalty of ₹100 per day is levied until the form is filed.
Delays in filing MGT-14, INC-23, or INC-28 (where applicable) are also subject to daily penalties.
The company and its officers may also be liable for additional penalties ranging from ₹1,000 to ₹100,000, depending on the duration of non-compliance and the form involved.
Impact on Company’s Legal Standing
Not updating the registered office affects a company’s ability to:
Receive legal notices, summons, and government correspondence on time
Maintain statutory registers and records at the proper location
Renew licenses or apply for statutory approvals tied to the registered address
Appear credible in public records, investor due diligence, and compliance reports
In extreme cases, prolonged non-compliance may result in ROC action, show-cause notices, or status being marked as non-active.
Government Notices and Delays in Approvals
The ROC may issue show-cause notices or initiate inspection if inconsistencies are found between address records and physical verifications.
Delayed compliance may cause a backlog in future ROC filings, since the master data mismatch affects form validation.
In case of inter-state changes, delays in RD approval can stall business expansion or regulatory applications in the new state.
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 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: 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.
Failing to update these may lead to incorrect tax filings and rejection of subsidy or scheme applications.
GST and MSME/Udyam Registration
● GST: 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: 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.
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:
- Application with new address proof
- Copy of ROC’s acknowledgement of address change
- Identity proof of authorized signatory
This ensures compliance with local labor and commercial laws.
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:
- Application with new address proof
- Copy of ROC’s acknowledgement of address change
- 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:
- Current and savings bank accounts
- Loan or credit accounts (if any)
- Electricity, water, and internet service providers
Required documents usually include:
- Revised Certificate of Incorporation or MCA master data
- Board resolution authorizing the update
- Address proof of new premises
This avoids disruption in billing, communication, and financial transactions.
Bank Accounts and Utility Providers
You must also update the new registered office address with all associated banks and service providers, including:
- Current and savings bank accounts
- Loan or credit accounts (if any)
- Electricity, water, and internet service providers
Required documents usually include:
- Revised Certificate of Incorporation or MCA master data
- Board resolution authorizing the update
- 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
- IEC (Import Export Code): Update address via the DGFT portal with supporting documents
- Other licenses like FSSAI, PF, ESI, EPF, and trade licenses should also be updated through their respective portals or departments
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.
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
- IEC (Import Export Code): Update address via the DGFT portal with supporting documents
- Other licenses like FSSAI, PF, ESI, EPF, and trade licenses should also be updated through their respective portals or departments
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.
How Udyog Suvidha Kendra Assists 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.
Registered Office Change FAQs
- Proprietorship
- Partnership
- Nidhi Company
- Trust Registration
- Producer Company
- MCA Name Approval
- Section 8 Company
- One Person Company
- Private Limited Company
- Limited Liability Partnership
- Proprietor to LLP Company
- Proprietor to One Person Company
- Proprietor to Pvt Ltd Company
- Partnership to LLP Company
- Partnership to Pvt Ltd Company
- GeM Registration
- Food Registration
- Udyam Registration
- ISO Registration
- PF Registration
- Barcode Registration
- Darpan Registration
- ZED Certification
- DSC Registration
- GST Registration
- Gumasta Registration
- ESI Registration
- RCMC Registration
- APEDA Registration
- BIS Registration
- FCRA Registration
- DOT OSP ISP LICENSE
- Startup India Registration
- 12A and 80G Registration
- Only 80G Registration
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- ICEGATE Registration
- Import-Export Registration
- Tax Exemption Certificate
- RERA Registration for Agents
- Professional Tax Registration
- ADT-1 Filing
- LLP Compliance
- OPC Compliance
- DIN eKYC Filing
- DIN Reactivation
- Director Change
- Share Transfer
- Demat of Shares
- PF Return Filing
- Company Compliance
- Remove Director
- ESI Return Filing
- Business Plan
- DPT-3 Filing
- LLP Form 11 Filing
- Dormant Status Filing
- MOA Amendment
- AOA Amendment
- Winding Up - LLP
- Winding Up-Company
- FLA Return Filing
- Professional Tax Return Filing
- Partnership Compliance
- Proprietorship Compliance
- Registered Office Change
- Name Change - Company
- Authorized Capital Increase