A change of registered office of a company is reported to the Registrar in Form INC-22 within 30 days of the move. What else you need depends on how far the office moves: a shift within the same city needs only the board's decision, a move outside city limits needs a special resolution, and a move to another ROC's area or to another state needs approval sought in Form INC-23 before INC-22 is filed.
What approvals does each type of registered office shift need?
It depends on whether the new address is in the same city, under the same Registrar of Companies (ROC) and in the same state. Section 12 of the Companies Act 2013 covers moves within a state, and section 13 covers moves to another state.
| Type of shift | Members' approval | Government approval | MCA forms |
|---|---|---|---|
| Within the local limits of the same city, town or village | Not needed; the board decides | None | INC-22 |
| Outside local limits, same ROC | Special resolution (section 12(5)) | None | MGT-14, INC-22 |
| To another ROC in the same state | Special resolution | Regional Director confirms (section 12(5) proviso, rule 28) | MGT-14, INC-23, INC-28, INC-22 |
| To another state | Special resolution altering the memorandum | Central Government approves (section 13(4), rule 30) | MGT-14, INC-23, INC-28, INC-22 |
The MGT-14 for a special resolution is due within 30 days of passing it (section 117). MCA's INC-23 form is addressed to the Regional Director for both the inter-ROC and the inter-state shift.
What documents are needed for INC-22?
INC-22 must carry proof that the company is entitled to use the new address, plus a recent utility bill. Rule 27 of the Companies (Incorporation) Rules 2014 applies the same documents that rule 25 requires for verifying a registered office at incorporation.
Under rule 25(2), attach:
- the registered title document of the premises in the company's name; or
- a notarised lease or rent agreement in the company's name, with a rent receipt not older than one month; or
- the owner's or authorised occupant's authorisation (a no-objection letter) to use the premises as the registered office, with proof of their ownership or occupancy;
- and, in every case, a telephone, gas, electricity or similar utility bill showing the address in the owner's name, not older than two months.
For a director's own flat, use the third route: the director's no-objection letter, proof of ownership and the utility bill. Since 23 January 2023, INC-22 also needs a photograph of the office, outside and inside, showing a director or key managerial person who signs the form (G.S.R. 42(E)).
How to shift the registered office to another state, step by step
An inter-state move alters the memorandum, so it needs a special resolution, public notice to creditors and Central Government approval before the address can change.
- Hold a board meeting and a general meeting that passes the special resolution, then file MGT-14.
- Not more than 30 days before applying, advertise in Form INC-26 in a vernacular newspaper of the district and an English newspaper with wide circulation in the state, and send notices by registered post to every creditor and debenture holder.
- Prepare a list of creditors and debenture holders drawn up not more than one month before the application, with a declaration signed by the company secretary, if any, and at least two directors, one of them the managing director if there is one, which also confirms that no employee will be retrenched.
- Send a copy of the application to the state's Chief Secretary (since 23 January 2023, MCA shares INC-23 with the Registrar), then file INC-23 with the acknowledgement, the advertisement and any objections received (rule 30(4)).
- File the certified order in INC-28 within 30 days of receiving it (rule 31). The ROC of the new state issues a fresh certificate of incorporation (section 13(7)).
- File INC-22 for the new address.
Shifting is refused while an inquiry, inspection or investigation has been started or a prosecution is pending against the company under the Act (rule 30(9)). Since 21 October 2023, a company taken over by new management under an approved insolvency resolution plan may be allowed to shift if no appeal against the plan is pending and no inquiry, inspection or investigation is pending or has started since the plan was approved.
How long does a registered office change take?
A shift within the same ROC's area needs no government approval, so INC-22 can be filed as soon as the company moves. Moves that need the Regional Director or the Central Government add the statutory periods below.
| Step | Official time limit |
|---|---|
| INC-22 after the move | Within 30 days (section 12(4)) |
| Regional Director's order on a complete INC-23 (same state) | Within 15 days of receipt (rule 28(2)) |
| Order on an inter-state INC-23 with no objections | Within 15 days of receipt (rule 30(7)) |
| Order where objections are received | Within 60 days of the application (rule 30(8)) |
| INC-28 with the certified order | Within 30 days of receiving it (rules 28(3) and 31) |
For a move to another ROC within the state, the Registrar registers the confirmation and certifies it within 30 days, and the change takes effect only from the date of that certificate (section 12(6) and (7)).
How much does a registered office change cost?
The MCA fee for INC-22 is the normal filing fee of ₹200 to ₹600, set by the company's nominal capital, and MGT-14 follows the same scale.
An inter-ROC or inter-state move adds INC-28, newspaper advertisements (inter-state only), and the INC-23 application fee, which the Fees Rules set at ₹2,000 to ₹20,000 by authorised capital, or ₹1,000 to ₹2,500 for OPCs and small companies with authorised capital up to ₹50 lakh.
Each late form pays 2 to 12 times its normal fee, and a company that files INC-22 late again within 365 days of its last late INC-22 pays a higher additional fee of 1.5 times those multiples. The MCA late fee calculator works out the standard amount if you select DPT-3, which uses the same scale.
Example. Copperline Studios Private Limited (a made-up company) with nominal capital of ₹15 lakh moves its office on 1 July 2026, so INC-22 is due by 31 July 2026. Filed on 20 October 2026, it is 81 days late and pays a ₹2,400 additional fee on top of the ₹400 normal fee. The larger risk is section 12(8): a penalty of ₹1,000 a day, up to ₹1 lakh, for the company and every officer in default, which for 81 days could reach ₹81,000 each.
What changes after the registered office moves?
The new address becomes the place where MCA, courts and the public can reach the company, so it must work as an office from day one. Section 12(1) requires a registered office capable of receiving and acknowledging all communications and notices addressed to the company.
- Name board and stationery. The company's name and registered office address must be painted or affixed outside every office where it does business, and letters, invoices and notices must show its name, registered office address and CIN (section 12(3)).
- Physical verification. If the Registrar suspects the company is not carrying on business, it can verify the office in person in the presence of two independent local witnesses and photograph it (section 12(9) and rule 25B). An office found unable to receive notices can lead to strike-off proceedings.
- Other registrations. If the registered office is also a place of business on your GST registration, amend it on the GST portal; Ofin's GST registration team handles amendments.
Common reasons a registered office change is delayed or rejected
Most rejections come from the address proof or from choosing the wrong route for the distance moved.
- Stale proof. A utility bill older than two months, or a rent receipt older than one month, does not meet rule 25(2).
- No owner's consent. Premises not owned or rented in the company's name need the owner's authorisation and proof of ownership.
- The wrong resolution. A move outside the city on a board resolution alone breaches section 12(5).
- Missing the 2026 ROC changes. From 16 February 2026, MCA split several ROCs, including Mumbai, Delhi and Kolkata, and set up new ones such as Nagpur and Noida, according to PIB. A move between neighbouring districts can now cross an ROC boundary and need the Regional Director, as with shifting a registered office from Mumbai to Thane or Navi Mumbai.
- An ACTIVE-non-compliant flag. A company incorporated on or before 31 December 2017 that never filed e-Form ACTIVE (INC-22A) cannot file INC-22 until it does (rule 25A). Filing ACTIVE needs the company's annual returns and financial statements up to date, which Ofin's company annual compliance covers.
How Ofin handles a registered office change
Ofin's CAs, CSs and legal professionals confirm which route applies, draft the board and members' resolutions and the owner's no-objection letter, and file INC-22, MGT-14 and, where needed, INC-23 and INC-28. The work is 100% online, and we reply within 24 hours. Fees start at ₹2,499. Send your old and new addresses to get a fixed-price proposal.
