Every company incorporated in India must maintain a registered office. This is the address where all official correspondence from the Registrar of Companies, tax authorities, and statutory bodies is sent. It appears on the Certificate of Incorporation and every document the company files with the MCA.
But businesses don't stay still. You might outgrow your current space, relocate to a commercially strategic area, or consolidate operations at a different branch. Whatever the reason, you need to follow a defined legal process to change registered office address under the Companies Act, 2013. The procedure varies depending on where you are moving, and getting it wrong can result in rejected filings, penalties, or communication gaps with regulators.
This guide walks you through the four categories of address changes, the registered office change MCA filing requirements for each, and the documents you need to keep ready.
Four Types of Registered Office Changes
The Companies Act classifies a change in registered office into four distinct categories based on the extent of relocation. Each type involves a different level of compliance, approvals, and MCA filings.
| Type of Change | Approval Required | Form to File | Timeline |
| Within same city/town | Board resolution | INC-22 | 15 to 20 days |
| Outside city but within same ROC jurisdiction | Special resolution + Board resolution | INC-22, MGT-14 | 20 to 30 days |
| Within same state but different ROC jurisdiction | Special resolution + Regional Director approval | INC-22, MGT-14, INC-23 | 45 to 60 days |
| From one state to another | Special resolution + Regional Director approval + Central Government | INC-22, MGT-14, INC-23 | 60 to 90 days |
The simplest scenario is relocating within the same city. The most complex is an interstate move. Understanding which category your relocation falls into saves time and avoids unnecessary filings.
Procedure: Change Within the Same City or Town
This is the most straightforward type of change registered office address. If your company is simply moving to a new building or floor within the same city, only a board resolution is needed.
The board of directors passes a resolution at a duly convened board meeting approving the shift to the new address. No shareholder approval is required at this stage.
After the resolution, file Form INC-22 on the MCA portal within 15 days of the change. Attach proof of the new registered office address, which includes a utility bill (not older than two months), a rent agreement or sale deed, and a No Objection Certificate from the property owner. The ROC typically processes this within a few working days.
Procedure: Outside City Limits but Within Same ROC Jurisdiction
When you move to a different city or town but stay within the same ROC jurisdiction, the process requires shareholder involvement. The company must pass a special resolution at a general meeting or through postal ballot.
File Form MGT-14 with the ROC within 30 days of passing the special resolution. This form notifies the registrar about the resolution. Then file Form INC-22 with the same supporting documents as described above.
The key difference here is the additional step of the special resolution. A board resolution alone won't suffice because you are crossing municipal boundaries.
Procedure: Within Same State but Different ROC Jurisdiction
Moving from one ROC jurisdiction to another within the same state adds another layer of complexity. For example, relocating a company from Pune (ROC Pune) to Mumbai (ROC Mumbai) falls under this category.
The company must first pass a special resolution. File Form MGT-14 within 30 days. Then, apply to the Regional Director by filing Form INC-23 for confirmation of the change. The Regional Director reviews the application and may seek objections from creditors or stakeholders. Once the Regional Director's order is received, file Form INC-22 with the new ROC.
This process takes significantly longer because the Regional Director's office has its own processing timeline. Keeping all financial records and compliance filings up to date accelerates this approval. Companies that maintain proper accounting services typically experience smoother approvals since their books are audit-ready.
Procedure: Transfer from One State to Another
An interstate shift of the registered office is the most involved procedure. It requires altering the company's Memorandum of Association since the state of the registered office is mentioned in the MOA.
Step 1: Pass a Special Resolution
Hold an Extraordinary General Meeting (EGM) or conduct a postal ballot. Pass a special resolution approving the change of registered office from one state to another and the consequent alteration of the MOA.
Step 2: File Form MGT-14
Submit Form MGT-14 with the ROC within 30 days of passing the special resolution. Attach a certified copy of the resolution and the amended MOA.
Step 3: Publish Newspaper Advertisements
Publish a notice of the proposed shift in at least one English newspaper and one vernacular newspaper circulating in the district where the current registered office is located. This notice invites objections from creditors and the public.
Step 4: File Form INC-23 with the Regional Director
Within 30 days of the advertisement, file Form INC-23 seeking confirmation from the Regional Director. Attach the special resolution, newspaper clippings, list of creditors, NOC from creditors (if applicable), and a copy of the altered MOA.
Step 5: Obtain the Regional Director's Order
The Regional Director may hold a hearing if objections are received. If no objections are raised and the application is in order, the Regional Director issues a confirmation order.
Step 6: File Form INC-22 with the New ROC
Once you receive the Regional Director's order, file Form INC-22 with the ROC of the new state within 60 days. The ROC issues a fresh Certificate of Incorporation reflecting the new registered office address and the new ROC jurisdiction.
Documents Required for Registered Office Change MCA Filing
Regardless of the type of change, certain core documents are always needed. Additional documents apply for interstate or inter-ROC transfers.
Core documents include a board resolution or special resolution (as applicable), proof of new address (utility bill dated within two months), rent agreement or sale deed of the new premises, No Objection Certificate from the landlord or property owner, and a declaration by a director confirming compliance with all provisions.
For inter-ROC and interstate changes, you also need a certified copy of Form MGT-14, the altered MOA, newspaper advertisement clippings, a list of creditors with outstanding amounts, NOC from creditors, and the Regional Director's confirmation order.
If your company is a private limited company with a clean compliance track record, the entire filing process moves faster because the ROC and Regional Director can verify your records without raising additional queries.
Post-Change Compliance and Updates
Once the new Certificate of Incorporation is issued, the company must update its registered address across all statutory records and registrations.
Update the address in your GST registration through the GST portal using the amendment facility. File an application for change of address with the Income Tax Department if PAN or TAN records need updation. Notify your banker and update the registered address in all bank accounts.
Every letterhead, invoice, official signboard, and statutory document must reflect the new registered office address. Under Section 12 of the Companies Act, 2013, the company's name and registered office address must be displayed outside every office and business premises.
If the company holds any sector-specific licences such as an FSSAI licence, IEC, or professional tax registration, each of these must be amended separately with the respective authority.
Common Pitfalls During Registered Office Relocation
Filing the wrong form or missing a deadline is the most frequent mistake companies make during relocation. Using Form INC-22 alone when the change requires a special resolution and Form MGT-14 leads to outright rejection.
Another common issue is submitting expired address proof. The utility bill for the new premises must be dated within two months of filing. An older bill will trigger a resubmission request from the ROC.
Companies that skip the newspaper publication step for interstate moves face automatic rejection of Form INC-23. The advertisement must appear before the application is filed, not simultaneously or after.
Finally, overlooking creditor objections during inter-state transfers can stall the Regional Director's approval. Proactively obtaining NOCs from all creditors before filing eliminates this risk entirely.
Conclusion
A change registered office address might seem like a routine administrative task, but the legal procedure behind it is layered and depends entirely on where you are moving. A shift within the same city needs nothing more than a board resolution and Form INC-22. An interstate relocation, on the other hand, demands special resolutions, newspaper advertisements, Regional Director approval, and MOA alterations.
The key to a smooth transition lies in identifying the correct category of change, preparing all documents in advance, and meeting every filing deadline. Registered office change MCA filing errors are among the most common reasons for ROC rejections, and they are entirely avoidable with proper planning.
If you need professional support for relocating your registered office, updating statutory registrations, or managing ongoing compliance after the move, Patron Accounting provides end-to-end assistance for companies at every stage of their journey.
