Introduction
Seamless Relocation. Full Legal Compliance.
A company’s Registered Office is its official address where statutory communications are received. Under the Companies Act, 2013, companies are permitted to shift their registered office, subject to specific procedures, approvals, and jurisdiction, depending on the type of change.
Whether it’s a move within the same city or across states, our firm ensures full legal compliance and smooth transition at every step.
Legal Framework
Governing Law: Companies Act, 2013
Applicable Sections: Sections 12, 13
Rules: Companies (Incorporation) Rules, 2014
Authority: Registrar of Companies (ROC), Regional Director (RD), Central Government (in some cases)
Types of Registered Office Shifts
Within same city/town/village
Same ROC Board Resolution + ROC filing
Within same ROC jurisdiction but outside city
Same ROC Board + Shareholder Resolution
From one ROC jurisdiction to another within same state
Different ROC Special Resolution + ROC Approval
From one state to another Different State & ROC
Special Resolution + Approval from Regional Director
Documents Required (Common)
- Board Resolution & Special Resolution (if applicable)
- Altered MOA (in case of interstate shift)
- Utility bill (not older than 2 months)
- NOC from property owner / Rent agreement
- Proof of ownership (if applicable)
- Newspaper publication (for RD approval cases)
- List of creditors and auditor’s certificate (for state/ROC shifts)
- Affidavit and declaration by directors
1. Shift Within Same City / Local Limits
Process:
Board meeting to approve new address
File Form INC-22 with ROC within 30 days
Documents:
Utility bill (not older than 2 months)
NOC from premises owner
Board Resolution
- No shareholder or government approval needed
2. Shift Outside Local Limits but Within Same ROC
Process:
Hold Board Meeting
Hold EGM → Pass Special Resolution
File Form MGT-14 within 30 days of passing resolution
File Form INC-22 for address change
- Shareholder approval mandatory
3. Shift From One ROC to Another Within the Same State
Process:
Board Meeting → EGM → Pass Special Resolution
File Form MGT-14 and Form INC-23 (application to Regional Director)
Serve notice to creditors, publish newspaper ads
Obtain RD approval
File INC-28 with ROC after RD order
File INC-22 for final shift
- Involves Regional Director approval
- No need to alter state name in MOA
4. Shift From One State to Another
Process:
Convene Board Meeting and EGM → Pass Special Resolution
Alter Clause II of MOA (State Clause)
File MGT-14 and INC-23
Serve notice to creditors, ROC, Chief Secretary of state, etc.
Publish newspaper advertisement in Form INC-26
Obtain Regional Director’s confirmation
File INC-28 (RD order) and INC-22 (new address)
Apply for new PAN & GST registration as per new state
- MOA Alteration + RD approval mandatory
Key Forms Involved
Form Purpose
INC-22 Notice of change of registered office
MGT-14 Filing special resolution
INC-23 Application to RD (if applicable)
INC-26 Newspaper advertisement
INC-28 Filing of RD order