When registering a Private Limited Company in India, selecting the registered office address is a key decision at the time of company registration or post-incorporation compliance and it will be the official location is where statutory records, books, and business communications are maintained and is required for receiving legal notices and regulatory correspondence from authorities such as Income Tax, GST, MCA (ROC & RD), ESIC, and EPFO. As per regulations, a company must update its registered office with the Registrar within 30 days of incorporation by filing INC-22 form with MCA. If a company needs to change its registered office due to relocation, business expansion, or other reasons, it must formally update the address to maintain compliance and operational efficiency. Moreover not only this but, if records are maintained at a location different from the registered office, filing Form AOC-5 is mandatory.
This article provides a step-by-step guide on changing a company’s registered office address, detailing legal requirements, necessary documentation, and important considerations to avoid penalties. The process of shifting an office from one state to another requires approval under Section 13(4) & 13(5) of the Companies Act, 2013, along with compliance with Rule 30 of the Companies (Incorporation) Rules, 2014. Companies must file eForm INC-23 for Regional Director (RD) approval, eForm INC-28 for notification of RD’s order, and eForm INC-22 to complete the process.
For companies shifting their registered office within the same state but under a different RoC jurisdiction, compliance with the prescribed regulatory filings remains essential to ensure a seamless transition.
Selection of RoC When Changing Jurisdiction Within the Same State
In states where there are two different Registrars of Companies (RoC), such as Maharashtra and Tamil Nadu, the correct RoC must be selected based on the district where the registered office is located. This is applicable both at the time of company incorporation and while filing Form INC-22 (Change of Registered Office Address).
| State | Registrar of Companies (RoC) |
Jurisdiction (Districts Covered) |
| Maharashtra | RoC Pune |
Ahmednagar, Kolhapur, Pune, Ratnagiri, Sangli, Satara, Sindhudurg, Solapur |
| RoC Mumbai |
All remaining districts in Maharashtra |
|
| Tamil Nadu | RoC Coimbatore |
Coimbatore, Dharmapuri, Dindigul, Erode, Krishnagiri, Namakkal, Nilgiris, Salem |
| RoC Chennai |
All remaining districts in Tamil Nadu |
Hence, at the time of incorporation, it is important to check that the correct Registrar of Companies (RoC) is selected based on the district where the proposed registered office is located. If the company later shifts its registered office within the same state but to a district under a different RoC’s jurisdiction, it must update the details in Form INC-22 and select the appropriate RoC accordingly. Failure to choose the correct RoC can lead to rejection or delays in incorporation or registered office change applications including incorrect selection may result in technical glitches, difficulties in form filing, and approval challenges with the relevant RoC, complicating the compliance process for the company.
Procedure for Shifting Registered Office from One State to Another
Step 1: Board Meeting & Resolution (Section 179(3):
A board meeting must be convened to approve the proposal for shifting the registered office from one state to another, Meeting agenda includes:
• Amendment to Memorandum of Association (MOA - INC33): Approving changes to the second clause, which specifies the registered office location.
• Authorization for Regulatory Filings: Granting authority to directors or professionals to file the application with the Regional Director (RD) and appear before the RD and ROC as required.
• Scheduling the Extraordinary General Meeting (EGM): Deciding the date, time, and venue for the EGM.
• Approval of EGM Notice: Finalizing the draft notice, agenda items, and explanatory statement for the EGM, along with authorizing directors to issue the notice to shareholders.
Step 2: Conduct the EGM and pass a Special Resolution:
Once the board approves the notice, it must be issued to all shareholders at least 21 clear days before the scheduled meeting. A Shareholders’ Extraordinary General Meeting (EGM) must be held to obtain approval from the majority through a special resolution by shareholders:-
• Approval of MOA (INC-33) Alteration: During the EGM, the shareholders must pass a Special Resolution approving the alteration in the second clause of the MOA to shift the registered office, either within a different RoC jurisdiction or to another state.
• Filing form MGT-14 with ROC: After passing the resolution, Form MGT-14 must be submitted to the Registrar of Companies (ROC) within 30 days as required under Section 117 of the Companies Act, 2013.
Step 3: Publication of Notice to the Creditors, Debenture holders and Other Stakeholders to receive Objections.
Publish an advertisement in one vernacular (local language) newspaper and one English newspaper widely circulating in the state where the existing registered office has situated in the specified format (INC-26) and If any objections are raised by stakeholders, the company must communicate the same to the Regional Director (RD) for further consideration. An announcement must be published in:
• One vernacular (local language) newspaper
• One English newspaper widely circulated in the state where the current registered office is located.
The advertisement should follow the prescribed format (INC-26).
Submission to Regional Director:
A copy of the published advertisement must be sent to the Regional Director (RD) via speed post or hand delivery immediately after publication.
Notification to Stakeholders:
Individual notices must be served to:
• Creditors
• Debenture holders
• Regulatory authorities such as Registrar of Companies (RoC), Chief Secretary of the State, Income Tax Department, SEBI, GST, RBI, and others for intimation and obtaining a No Objection Certificate (NOC) where required.
Step 4: Filing Application with Regional Director in Form INC- 23 within 30 days from the Newspaper Advertisement (Section 13(4) & Rule 30).
The company must file Form INC-23 with the Regional Director (RD) within 30 days of publishing the newspaper advertisement. The application must include all mandatory documents, duly signed by the majority of directors and shall be filed along with followings documents in form INC-23 with RD, MCA:-
• Certified true Copy of the Special Resolution.
• Extract of Minutes of the EGM approving the shifting along with notice of the meeting contains explanatory statement, Voting details and attendance sheet.
• Altered MOA along with the first subscribe sheet.
• Affidavit by the directors by Directors affirming about
-
No defaults or litigation pending against the company
-
Verifying the petition
-
Retrenchment of any employees
-
Declaration regarding the liabilities for Unpaid Creditors or Debenture holder
-
Verifying List of Creditors whether secured or unsecured and Debenture holders
• Copy of Board Resolution authorizing for filing of the application.
• Copy of latest audited financial statements along with auditor report, latest filled AOC-4 and MGT-7/7A and Director Report.
• List of creditors and debenture holders along with their consent, and acknowledgement of notice served to creditors.
• A Certificate from Statutory Auditor verifying the list of Creditors and debenture holders.
• Certificate of Incorporation, PAN Card, copy of original MOA and AOA.
• Copy of Letter sent to ROC and Chief Secretary of the state intimating the shifting with the acknowledgement of letter served.
3. Once the application is prepared and signed, a copy must be delivered to the Regional Director (RD) by speed post or hand delivery for further processing. The company must check all documents are complete and accurate to avoid delays in approval and hearing cases.
Step 5: Approval from Regional Director & Filing it with ROC:
If the Regional Director (RD) is satisfied that the application complies with all legal requirements and the proposed shift does not affect the rights of any stakeholders, an approval order will be issued, company must then file this order with the Registrar of Companies (ROC) using Form INC-28 within 30 days from the date of issuance.
Step 6: Filling Form INC-22 for Situation of new Registered Office:
After receiving approval from the Regional Director (RD), the company must file Form INC-22 (Notice of situation or change of address of the registered office) with the new Registrar of Companies (ROC) within 30 days of receiving RD approval. This filing must include all necessary details of the new registered office.
Mandatory Attachments for Filing Form INC-22:
• Order of RD approving the shift.
• Board Resolution authorizing the filing of Form INC-22 for the change of the registered office.
• Proof of Registered Office Address (Conveyance deed, Lease deed, Rent Agreement, along with rent receipts).
• Utility Bills (electricity, water, gas, or telephone bills) as address proof, not older than two months.
• Altered Memorandum of Association (MOA) (mandatory in cases where the registered office is shifting to another state or within the jurisdiction of a different RoC).
• Authorization for Address Use (if the office is not owned by the company, an NOC or permission from the owner/occupant must be attached).
• Certified Copy of RD Order (required when shifting within the same state under a different RoC jurisdiction or from one state to another).
• List of Companies (CIN-wise), if any, sharing the same registered office address.
• Photographs of the new registered office (inside and outside).
• Optional Attachments for any additional information.
Once Form INC-22 is approved, the ROC updates the company's registered office address in its records.
Step-7: Final Approval and New Certificates
The old RoC office processes the eForm and forwards it to the new RoC office for registration. Approval of Form INC-22 will not be granted if there are any pending eForms related to payment of fees or ongoing processing for the company.
Upon approval, the company must obtain:
• A new Corporate Identification Number (CIN), if shifting to a different state, based on the updated state code.
• A certificate confirming the change of registered office from the new RoC office.
• A system-generated certificate for shifting the registered office within the same state (if applicable).
These certificates are sent via email as attachments once approval is granted.
Once all filings are completed, the company must update:
• Letterheads, Signboards, and Website with the new address.
• Statutory records, licenses, and registrations to reflect the updated registered office location.
FAQs on Shifting the Registered Office of a Company from One State to Another
Q1. How do you shift a registered office from one state to another?
Ans. The process involves board approval, shareholder consent, public notice, obtaining approval from the Regional Director (RD), and filing multiple statutory forms with the Registrar of Companies (ROC). Once approved, the company must update all statutory records and licenses to reflect the new address at MCA
Q2. Whose permission is necessary for changing the registered office from one state to another?
Ans. Approval from the Regional Director (RD) is mandatory before shifting the registered office to another state; the company must also obtain shareholder approval through a special resolution in an EGM and notify relevant stakeholders.
Q3. What are the reasons for shifting a registered office?
Ans. A company may shift its registered office due to:
• Business expansion to a different state.
• Directors presence
• Shareholders presence
• Cost efficiency in operations.
• Regulatory ease in a new state.
• Better accessibility for management and stakeholders.
• Change in business activities requiring relocation.
Q4. Which form is required for shifting a registered office?
Ans. The company must file the following forms with the MCA:
• MGT-14 – To register the special resolution passed in the EGM.
• INC-23 – For obtaining approval from the Regional Director (RD).
• INC-28 – To submit the RD’s approval order to the Registrar of Companies (ROC).
• INC-22 – To update the new registered office address.
Q5. What is the process for shifting a registered office within the same ROC but in a different city?
Ans. If the registered office is moving within the same state but under the same RoC jurisdiction, the company only needs to pass a board resolution and file Form INC-22 with the necessary documents. RD approval is not required in this case.
Q6. How does the change of registered office work under the Companies Act, 2013?
Ans. The Companies Act, 2013 specifies the process under Section 13(4) & 13(5) and Rule 30 of the Companies (Incorporation) Rules, 2014. The company must take shareholder approval, intimate to the stakeholders, obtain RD approval, and complete required filings with the ROC.
Q7. What draft documents are required for shifting the registered office to another state?
Ans. • Board resolution approving the shift.
• Notice and explanatory statement for the EGM.
• A special resolution passed in the EGM.
• Affidavits and declarations from directors.
• List of creditors and their consent (if applicable).
• Auditor’s certificate verifying creditors.
• Altered MOA reflecting the new state.
• Application to the Regional Director (RD).
• Newspaper advertisements (in local and English newspapers).
Q8. Can an LLP shift its registered office from one state to another?
Ans. Yes, Limited Liability Partnerships (LLPs) can change LLP registered office to another state by filing Form LLP-3 and LLP-15 with the Registrar of Companies (ROC). The procedure is similar to that for companies but must comply with the rules under LLP Act 2008, requiring partner approval and statutory filings with MCA.
Q9. What are the fees for changing a registered office from one state to another?
The fee structure depends on the company's authorized share capital, with government fees varying based on capital slabs. More, professional fees for compliance advisory and documentation may apply.
Q10. What is the procedure for changing the registered office within the same city?
Ans. If a company shifts its registered office within the same city or town, the process is simple:
• Pass a board resolution approving the move.
• File Form INC-22 with the ROC.
• Attach address proof (rent agreement, electricity bill, NOC from the owner, etc.).
No shareholder or RD approval is required.
Q11. What should be included in the EGM notice for shifting the registered office to another state?
Ans. The EGM notice must contain:
• Agenda for shifting the registered office.
• Special resolution text for MOA amendment.
• Explanatory statement mentioning reasons for the move.
• Details of the proposed new address.
• Voting and participation instructions for shareholders.
Q12. What is the timeline for shifting a registered office from one state to another?
Ans. The entire process may take 2-3 months, depending on regulatory approvals and processing time. A general timeline includes:
• Board Meeting & EGM with MGT-14 Filing – 15-30 days.
• Newspaper Advertisement & Notice to Stakeholders – 30 days.
• Filing INC-23 with RD & Approval Process – 30-60 days.
• Filing INC-28 & INC-22 with ROC – 30 days after RD approval.
_crop10_thumb.jpg)
_crop10_thumb.jpg)
_crop10_thumb.jpg)
_crop10_thumb.jpg)
_crop10_thumb.jpg)
_crop10_thumb.jpg)
_crop10_thumb.jpg)
-suratgujarat-section-158_crop10_thumb.jpg)
-suratgujarat_crop10_thumb.jpg)
-(33)_crop10_thumb.jpg)
-ahmedabad_crop10_thumb.jpg)
-learn_crop10_thumb.jpg)
-learnn_crop10_thumb.jpg)
_crop10_thumb.jpg)
