Quick answer
The process to change a company's registered office depends on the distance of the relocation. Shifting within the same city requires a Board Resolution and filing Form INC-22 with the ROC within 30 days. Shifting outside the city limits but within the same state requires a Special Resolution (Form MGT-14) followed by Form INC-22. Shifting to a different state or another ROC jurisdiction within the same state requires approval from the Regional Director (RD) via Form INC-23, newspaper advertisements, and updating both the old and new ROC registries.
Quick Answer
Every company registered in India must have a registered office address to receive official letters, notices, and communications from government departments and the public. As your business scales, you may need to relocate to a larger office, move to a different city, or shift your operations to another state. Shifting the registered office address is a formal compliance event under the Companies Act, 2013, requiring specific board resolutions, shareholder consents, and filings with the Registrar of Companies (ROC). At Inamdar Legal, we draft the required documents, coordinate local notices, and file Form INC-22 online.
The process to change a company's registered office depends on the distance of the relocation. Shifting within the same city requires a Board Resolution and filing Form INC-22 with the ROC within 30 days. Shifting outside the city limits but within the same state requires a Special Resolution (Form MGT-14) followed by Form INC-22. Shifting to a different state or another ROC jurisdiction within the same state requires approval from the Regional Director (RD) via Form INC-23, newspaper advertisements, and updating both the old and new ROC registries.
- Filing deadline: Within 30 days of the change of address.
- Form required: Form INC-22 (with utility bills and landlord NOC).
- MGT-14 requirement: Needed if shifting outside local city limits (Special Resolution).
- INC-23 requirement: Needed if shifting ROC jurisdictions or changing states (RD approval).
Three Relocation Scenarios and ROC Procedures
The legal steps and forms vary depending on the target location of your new office. The three primary scenarios are detailed below:
| Relocation Scope | Required Consents | MCA Forms Filed | Key Attachments |
|---|---|---|---|
| Within the same city / town | Board Resolution | Form INC-22 | Utility bill, NOC, Rent Agreement |
| Outside city limits (Same ROC & State) | Board & Special Resolution | Form MGT-14 -> Form INC-22 | EGM resolution copy, lease deed |
| From one state to another state | Board & Special, RD Approval | MGT-14 -> INC-23 -> INC-22 | Newspaper notice, RD order, MOA change |
Prerequisite Documents for New Address Verification
The ROC will reject any address change application that lacks verified proof of possession. You must attach the following documents to Form INC-22: 1. **Utility Bill**: A copy of a recent electricity bill, gas bill, telephone bill, or water bill in the name of the owner of the premises. The bill must not be older than 2 months. 2. **No Objection Certificate (NOC)**: A signed NOC from the owner of the property, stating they have no objection to the company using the address as its registered office. 3. **Rent Agreement / Lease Deed**: A copy of the registered rent agreement or lease deed in the name of the company. If the property is owned by a director, a rent-free NOC is still required.
Inter-State Address Shifting (INC-23 Process)
Shifting a company's registered office from one state to another (e.g. from Maharashtra to Gujarat) is a major legal transition. It requires altering the Memorandum of Association (MOA) under Section 13. The company must publish a public notice in two local newspapers (one English, one local language) at least 30 days before filing to invite objections. The application must be submitted to the Regional Director (RD) in Form INC-23. Once the RD approves the relocation, the company must file the order with the ROC in Form INC-28, followed by Form INC-22 to register the new address.
Post-Relocation Checklist for Businesses
Filing Form INC-22 is only the first step. After the ROC approves the address change, the company must update the following records within 30 days: - **Corporate Stationery**: Update the new address on all letterheads, invoices, bills, receipt books, and official seals. - **Tax Registrations**: Apply for address modification in your GST registration and update the address on your corporate PAN card database. - **Bank Accounts**: Submit the fresh ROC approval certificate and updated utility bills to all banks where the company holds active accounts. - **Office Board**: Display the new address on a signboard outside the registered office in local languages.
How Inamdar Legal Helps with Address Shifting
Inamdar Legal provides complete remote drafting and online MCA filing support. Operating from Surat, we handle registrations for companies across India. Our services include: 1. We draft the formal Board Resolution, EGM notices, and Special Resolutions. 2. We prepare the standardized No Objection Certificate (NOC) and review the rent agreements. 3. For inter-state shifts, we draft the newspaper advertisement layouts and coordinate publication. 4. We compile the files and submit Form INC-22 (and Form MGT-14/INC-23) on the MCA portal. To begin, the client provides: (1) Copy of a recent electricity bill of the new office, (2) Signed NOC from the property owner, (3) Rent agreement copy, and (4) MCA login credentials.
When to Review This
- Moving the startup or business to a new commercial office space
- Shifting operations to a different city within the same state
- Relocating the head office to another state for tax or business benefits
- Updating ROC records after the lease of the old office has expired
Disclaimer
This guide is based on public records and procedures available as of the date of publication. It is not legal advice. Rules, fees, and timelines are subject to change by government authorities. Consult a qualified advocate to review your specific documentation. Inamdar Legal is based in Surat, Gujarat, and provides remote support across India.