Change Your Registered Office Address Today!
Under the Companies Act, 2013, every company must establish a registered office within thirty days of incorporation and maintain it throughout its existence, where it will receive all official communications. If a company needs to change this address, it must adhere to specific procedures and compliances outlined in the Act and the Companies (Incorporation) Rules, 2014.
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Basic Plan
+GST
Change within Same ROC & State
- Legal Consultation for Address Change
- Drafting of Rental Agreement
- Filing Form INC-22 for Change of Address
- Electronic Confirmation of Address Change
Standard Plan
+GST
Distinct ROCs within a Single State
- Legal Consultation for Address Change
- Drafting of Special Resolution for Shareholder's Approval (if required)
- Filing Form MGT-14 for Special Resolution (if required)
- Drafting of Rental Agreement
- Filing Form INC-22 for Change of Address
- Electronic Confirmation of Address Change
Premium Plan
+GST
Change outside the state
- Legal Consultation for Address Change
- Drafting of Special Resolution for Shareholder's Approval (if required)
- Filing Form MGT-14 for Special Resolution
- Drafting of Rental Agreement
- Assistance with Newspaper Advertisement
- Filing of Form INC-23
- Filing Form INC-28 for Interstate Address Change (if applicable)
- Electronic Confirmation of Address Change
Overview of Registered Office Address Change
Under the Companies Act, 2013 in India, a company can change its registered office address by adhering to specific procedures. If the change is within the same city, town, or village, the company needs to notify the Registrar of Companies (RoC) within 30 days by submitting Form INC-22. However, if the change involves a move from one city to another within the same state, the company must also pass a special resolution and file both Form MGT-14 for the resolution and Form INC-22 for the address change.
For moving the registered office from one state to another, the company requires approval from the Central Government, which is facilitated through Form INC-23. Additionally, the company must advertise the change in one English and one vernacular language newspaper and notify the state government of the state where the company is originally registered. Once approved, Form INC-28 for confirmation of the change from the Regional Director and Form INC-22 must be filed with the RoC to finalize the address update.
Overview
Every company in India must have a registered office within 30 days of incorporation as per the Companies Act, 2013. This office serves as the official communication address for receiving legal notices, government correspondence, and other official documents.
However, businesses may need to change their registered office address for various reasons, such as expansion, relocation, or operational efficiency. The process of changing the office address involves legal approvals, regulatory filings, and public notifications to ensure compliance.
This guide explains why and how to change your registered office address, the documents required, and the legal procedures involved.
Why Change Your Registered Office Address
Companies may decide to update their registered office address for several reasons:
Relocation
Moving to a new location due to business expansion or cost-effectiveness.
Privacy Protection
Avoid using a home address for business registration.
Better Business Image
Shifting to a prestigious location to enhance credibility.
Legal Compliance
Ensuring the address is accurate and meets regulatory requirements.
Operational Convenience
Moving closer to suppliers, clients, or employees to improve efficiency.
Remote Work Adaptation
Centralizing official communications while operating remotely.
Example: A startup initially registered at the founder’s home may move to a commercial office space as the company expands.
Types of Registered Office Changes
Changes in a company’s registered office can be classified into four categories
| Type of Change | Approval Required | Forms to File | Authority Involved |
|---|---|---|---|
| Within the Same City/Village/Town | Board Resolution | INC-22 | Registrar of Companies (ROC) |
| Within the Same State (Same ROC Jurisdiction) | Board & Shareholder Resolution | MGT-14, INC-22 | ROC |
| Within the Same State (Different ROC Jurisdiction) | Board & Shareholder Resolution, Regional Director Approval | MGT-14, INC-23, INC-22 | ROC & Regional Director |
| From One State to Another | Board & Shareholder Resolution, Central Government Approval | MGT-14, INC-23, INC-28, INC-22 | ROC & Central Government |
Important: The legal and procedural complexity increases as the relocation distance increases.
Process for Changing a Registered Office Address
Follow these simple steps to apply for Changing a Registered Office Address
✅ Step 1: Conduct a Board Meeting and pass a Board Resolution for the office change.
✅ Step 2: File Form INC-22 with the ROC within 15 days of passing the resolution.
✅ Step 3: Update company records, official documents, and notify stakeholders (optional but recommended).
Required Documents for Form INC-22:
- Board Resolution approving the office change.
- No Objection Certificate (NOC) from the landlord (if rented).
- Lease or Rent Agreement (if applicable).
- Utility Bill (Electricity/Water/Telephone) as address proof (not older than 2 months).
Key Takeaway: This is the simplest type of office change with minimal compliance requirements.
✅ Step 1: Conduct a Board Meeting and pass a resolution to call an Extraordinary General Meeting (EGM).
✅ Step 2: Hold an EGM and pass a Special Resolution for the address change.
✅ Step 3: File Form MGT-14 with the ROC within 30 days of passing the resolution.
✅ Step 4: File Form INC-22 with the ROC to officially register the new address.
✅ Step 5: Update business records, letterheads, and notify stakeholders.
Additional Required Documents:
- Copy of Special Resolution Passed at EGM.
- Updated MOA (if required) reflecting the new address.
Key Takeaway: This process requires both board and shareholder approval.
✅ Step 1: Conduct a Board Meeting and pass a resolution to call an EGM.
✅ Step 2: Hold an EGM and pass a Special Resolution for relocation.
✅ Step 3: File MGT-14 with the existing ROC within 30 days.
✅ Step 4: Publish a public notice in two newspapers (one English and one local language).
✅ Step 5: Notify all creditors, depositors, and debenture holders individually.
✅ Step 6: Apply for Regional Director (RD) approval using Form INC-23.
✅ Step 7: Once approved, file INC-22 with the new ROC within 60 days.
Additional Required Documents:
- Regional Director Approval Letter.
- Declaration by Directors confirming that all dues are cleared.
Key Takeaway: This change requires government approval and takes longer to process.
✅ Step 1: Conduct a Board Meeting and pass a resolution to call an EGM.
✅ Step 2: Hold an EGM and pass a Special Resolution to amend the MOA (Memorandum of Association).
✅ Step 3: File MGT-14 with the ROC within 30 days.
✅ Step 4: Publish a public notice in two newspapers (one English, one local language).
✅ Step 5: Notify all creditors, depositors, and debenture holders individually.
✅ Step 6: Apply for Central Government Approval using Form INC-23.
✅ Step 7: Once approved, file INC-28 with both the existing and new ROC.
✅ Step 8: File INC-22 with the new ROC to complete the process.
Additional Required Documents:
- Updated MOA with New State Address.
- List of Creditors & Debenture Holders with outstanding dues.
- Declaration that Employees Won’t Be Affected.
Key Takeaway: This is the most complex procedure, requiring Central Government approval.
Need to Update
Post-Change Compliance Checklist
Need to Update
✅ Update Business Letterheads, Websites & Official Documents.
✅ Update MOA (if applicable).
✅ Inform Banks & Financial Institutions to update company details.
✅ Update the PAN & TAN Address with the Income Tax Department.
✅ Notify GST, EPF, ESI, and Other Government Authorities.
✅ Inform Utility Providers (Electricity, Internet, etc.).
Failure to update records may lead to compliance issues.
Why Change your Registered Office Address?
Changing your registered office address can optimize operational efficiency and legal compliance for various strategic reasons:
Relocation
Privacy Concerns
Professional Image
Compliance
Operational Efficiency
Adaptation to Remote Work Trends
Relocation
Your business has moved to a new location, and you need to update your official records to reflect this change.
Privacy Concerns
If you're using a home address as your registered office and wish to keep your personal address private.
Professional Image
Moving to a prestigious address can enhance your company's professional image and credibility.
Compliance
Ensuring your address is accurate and compliant with local laws and regulations.
Operational Efficiency
An address closer to your suppliers, clients, or employees can streamline operations and reduce costs.
Remote Work Trends
Reflects a shift towards remote working by centralizing official communications at a single, consistent address, even if the workforce is distributed.
Types of Changes in a Registered Office Address
Changes in a company’s registered office address can be categorized into four main types:
Procedure for Changing a Registered Office Address
Changing a company’s registered office address involves a structured legal process, ensuring compliance with regulatory requirements:
Steps for Changing Registered Office Within the Same City, Village, or Town
Board Meeting and Resolution
Convene a Board Meeting: The company must organize a meeting of its Board of Directors.
Pass a Board Resolution: During this meeting, a resolution to change the location of the registered office within the same city, village, or town must be passed.
Filing Form INC-22 with ROC
Form INC-22 must be filed with the Registrar of Companies (ROC) within fifteen days from the date the Board resolution was passed.
Required Documents for Form INC-22
No Objection Certificate (NOC): An NOC from the landlord is necessary if the office is situated on leased or rented land.
Lease or Rent Agreement: The lease or rent agreement must be provided for an office located on leased or rented premises.
Proof of Office Address: Evidence of the office address must be submitted in the form of utility bills (such as water, electricity, gas, or telephone bills) that are not older than two months.
Compliances for Change of Office within the Same State and ROC
Initial Steps and Resolutions
Board Meeting and Resolution: The process begins with a Board meeting to pass a resolution for calling an Extraordinary General Meeting (EGM).
Extraordinary General Meeting (EGM): At the EGM, a Special Resolution must be passed to authorize the relocation of the registered office within the same state and under the same ROC jurisdiction.
Filing Requirements
Form MGT-14: This form, capturing the Special Resolution, should be filed with the Registrar of Companies (ROC) within 30 days of the EGM.
Form INC-22: To officially register the new office location, Form INC-22 must be filed with the same ROC, providing details of the new address.
Pre-application Actions
Notice to Stakeholders: Although not required by all jurisdictions, it’s considered best practice to inform stakeholders, including employees, creditors, and debenture holders, about the office change. This can be done through direct communication or through notice in the company’s official communication channels.
Approval and Post-approval Compliance
Updating the ROC: Upon filing Form INC-22, the ROC updates the registered office address in its records. No approval from the Regional Director is necessary when the change is within the same ROC jurisdiction.
Public Notice: While not a statutory requirement for changes within the same ROC, issuing a public notice of the new address in local newspapers can be a good practice for transparency.
Documentation for Form INC-22
Proof of Registered Office: A document proving the new registered office location, such as a rental agreement or ownership documents, along with utility bills not older than two months.
Board Resolution: A copy of the Board resolution authorizing the office relocation.
Special Resolution: The Special Resolution passed at the EGM for changing the registered office address within the same state and ROC jurisdiction.
Compliances for Change of Office to a Different ROC within the Same State
Initial Steps and Resolutions
Board Meeting and Resolution: The company initiates the process by holding a Board meeting to pass a resolution for calling an Extraordinary General Meeting (EGM).
Extraordinary General Meeting (EGM): At the EGM, the company must pass a Special Resolution to approve the relocation of the registered office to a jurisdiction under a different ROC within the same state.
Filing Requirements
Form MGT-14: This form, documenting the Special Resolution, needs to be filed with the existing Registrar of Companies (ROC) within 30 days of the EGM.
Form INC-23: To secure approval for the office shift across ROC jurisdictions within the same state, Form INC-23 must be submitted to the Regional Director.
Pre-application Actions
Public Notice: A notice must be published at least one month before applying to the Regional Director in a daily English newspaper and in the principal language newspaper of the district where the current registered office is situated.
Notices to Stakeholders: Individual notices should be sent to each depositor, debenture holder, and creditor, informing them of the proposed office change and inviting them to submit any objections within twenty-one days from the publication of the notice.
Approval and Post-approval Compliance
Regional Director’s Decision: If no objections are raised, the Regional Director will issue a confirmation notice within thirty days from the application receipt.
Filing Confirmation with ROC (Form INC-22): Following the Regional Director’s approval, the company must file this confirmation with the new ROC within sixty days using Form INC-22.
Documentation for Form INC-23
Board Resolution for Office Change: A copy of the resolution passed for changing the registered office.
Special Resolution: Include the Special Resolution passed at the EGM confirming the office change.
Declaration by Directors or Key Managerial Personnel: A declaration by two directors or key managerial personnel, authorized by the Board, certifying that the company has paid all its dues to workers and secured creditors’ consent for the office shift.
Intimation to the Chief Secretary: An acknowledged copy of the intimation made to the Chief Secretary of the state, ensuring that the change in registered office will not adversely affect the employees.
Compliances for Changing the Registered Office from One State to Another
Initial Steps and Resolutions
Board Meeting and Resolution: The first step involves conducting a Board meeting to pass a resolution for calling an Extraordinary General Meeting (EGM) and proposing alterations to the Memorandum of Association (MOA) through a Special Resolution.
Extraordinary General Meeting (EGM): During the EGM, the company must pass a Special Resolution to authorize the change of the registered office from one state to another and to alter the MOA accordingly.
Filing Requirements
Form MGT-14: This form must be filed with the Registrar of Companies (ROC) within thirty days of passing the Special Resolution. It serves to document the change of the registered office and the alteration of the MOA.
Form INC-23: To obtain approval from the Central Government for the office shift and MOA alteration, Form INC-23 must be submitted to the Regional Director.
Pre-application Actions
Public Notice: At least one month before applying to the Regional Director, the company must publish a notice in a daily English newspaper and in the principal language newspaper of the district where the registered office is located. This notice announces the change of office.
Notices to Stakeholders: Individual notices must be served on each depositor, debenture holder, and creditor, informing them of the MOA alteration proposal and allowing them to express any opposition within twenty-one days from the notice’s publication.
Approval and Post-approval Compliance
Central Government Decision: If there are no objections, the application for changing the registered office will be processed by the Central Government within sixty days.
Filing Approval with ROC (Form INC-22): Following approval from the Regional Director, the company must file this approval with the ROC within sixty days using Form INC-22.
Filing Government Approval (Form INC-28): The Central Government’s approval for the office change must be filed using Form INC-28 with the ROCs of both the states involved.
Documentation for Form INC-23
MOA Alterations: A copy of the MOA with the proposed alterations must be included.
EGM Minutes: Include a copy of the minutes from the EGM where the alteration of the MOA was authorized.
Board Resolution or Legal Authorization: A copy of the Board resolution or a legally executed Vakalatnama or Power of Attorney, as applicable, should be attached.
List of Creditors and Debenture Holders: Provide a detailed list of all debenture holders and creditors, specifying the amounts due to each.
Declarations:
A declaration by at least two directors and the Company Secretary confirming the completeness and accuracy of the creditors’ list and that no additional debts beyond those listed are owed.
A declaration ensuring that no employee will be laid off as a result of the office change.
