Change in Registered Office of a Company
A company’s registered office is its official address for receiving communications and notices. Any change in the registered office must be properly authorized, documented, and reported to the Registrar of Companies (ROC) in compliance with the Companies Act, 2013. Change of Registered office either due to business expansion, relocation, or for administrative convenience, shifting the registered office requires compliance with the Companies Act, 2013, and adherence to regulatory formalities.
1. Meaning of Registered Office
1.1 Definition
The registered office of a company is the official address recorded with the Ministry of Corporate Affairs (MCA). All legal notices, government communications, and statutory records are maintained at this address. A company must display its name, Corporate Identity Number (CIN), and registered office address at all times at this location.
1.2 Purpose
- Section 7 of the Companies Act, 2013 (the “Act”), requires all registered companies to have a registered office address in India from the date of commencement of business or within thirty days from the date of incorporation whichever is earlier.
- Determination of domicile of a company for all practical purposes.
- Determination of Jurisdiction for payment of different types of duties.
- To determine the jurisdiction of the ROC.
- Legal notices and summons are served at this address.
- Registers and Records, as required under ‘Act’, are to be kept at registered office of company, for their Inspections as per the provision of ‘Act’.
- Address for communication under various laws (Income Tax, GST, Labour, etc.)
2. General Reasons for Changing Registered Office Address of a Company
Companies may change their registered office address for difference reasons and Purposes i.e.,
| Reason | Explanation / Purpose |
|---|---|
| Change of Management | On takeover, amalgamation, merger, or demerger resulting in a change in management, the company may be required to shift its registered office |
| Growth and Expansion | Reorganisation or restructuring for growth and expansion may lead to consolidation or decentralisation of operational offices |
| Better Location | Proximity to customers, raw materials, or areas with better infrastructure and facilities may necessitate relocation |
| Vertical or Horizontal Integration | To achieve synergy in operations with suppliers, customers, or associate companies through vertical and/or horizontal integration |
| Cost Savings | Availability of tax concessions, lower operational costs, or lower land and rental costs |
| Legal Obligation | Compliance with laws and regulations (e.g., environmental or pollution-related requirements) may require relocation |
| Image Formation | Shifting to a prestigious location to enhance the company’s image among society, customers, and i |
3. Types of Changes in Registered Office
| Description | ROC Jurisdiction | Approval Authority |
|---|---|---|
| Within the same city / town / village | No change | Board Resolution |
| From one city to another within the same ROC jurisdiction | No change | Special Resolution by Members |
| From jurisdiction of one ROC to another within the same State | Change | Approval of Regional Director (RD) |
| From one State to another State | Change | Members’ Approval + Regional Director (RD) + Registrar of Companies (ROC) |
4. Legal Framework and Relevant Sections
| Relevant Provision | Description |
|---|---|
| Section 12 | Maintenance of Registered Office |
| Section 13 | Alteration of Memorandum of Association (Shifting of registered office from one State to another) |
| Rule 25 of Companies (Incorporation) Rules, 2014 | Verification of Registered Office |
| Rule 27 of Companies (Incorporation) Rules, 2014 | Notice and verification of change in situation of the Registered Office |
| Rule 28 of Companies (Incorporation) Rules, 2014 | Shifting of Registered Office within the same State |
| Rule 30 of Companies (Incorporation) Rules, 2014 | Shifting of Registered Office from one State or Union Territory to another State |
5. Step-by-Step Procedure for Changing Registered Office
5.1 Case 1 : Shifting within the local limit of city, town or village
- Hold Board Meeting to pass resolution.
- File Form INC-22 with ROC within 30 days
- Attach:
- Certified copy of Board Resolution
- Proof of Registered office Utility bill (not older than 2 months)
- NOC from owner
- Lease deed or ownership proof
- No need to alter MOA or pass special resolution
- Applicable law : Section 12(2), 12(3), 12(4) of Companies Act read with Rule 25 & 27 of Companies (Incorporation) Rules- 2014)
5.2 Case 2 : From One City to Another Within Same ROC Jurisdiction
- Hold Board Meeting and approve EGM notice
- Hold EGM and pass Special Resolution
- File MGT-14 within 30 days of resolution
- File INC-22 within 30 days of change
- Attach:
- Certified True Copies of the Special Resolutions along with explanatory statement
- Notice of EGM along with Explanatory Statement
- Attendance Sheet of GM
- Proof of Registered office Utility bill (not older than 2 months)
- NOC from owner
- Lease deed or ownership proof
- Memorandum is not altered, only intimation of change is made.
- Applicable law : Section 12(2), 12(3), 12(4) of Companies Act read with Rule 25 & 27 of Companies (Incorporation) Rules- 2014)
5.3 Case 3 : From Jurisdiction of One ROC to Another (Same State)
- Hold Board Meeting
- Fix up the date, time, and place of the General Meeting
- Approve the notice of Extraordinary General Meeting
- Call Extra Ordinary General Meeting
- Ensure the consent of the Creditor and debenture holders if any etc. is obtained or sufficient provisions is made for the discharge of their debts or adequate security is made section 13(5)
- Authorise the CS or Director to move an application before CG for approval
- Hold General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.
- Prepare the Minutes of Extraordinary General meeting.
- Pass Special Resolution
- File MGT-14
- File INC-23 for approval of Regional Director (RD) with:
- List of creditors and debenture holders
- Affidavit and declaration from directors
- Newspaper advertisement
- File RD order in INC-28
- File INC-22 for address change
- Applicable law : Section 12(2), 12(3), 12(4) of Companies Act read with Rule 25 , 27 & 28 of Companies (Incorporation) Rules- 2014)
🕒 This process can take 30–60 days due to RD involvement.
5.4 Case 4: From One State to Another
- Hold Board Meeting
- Fix up the date, time, and place of the General Meeting
- Approve the notice of Extraordinary General Meeting
- Call Extra Ordinary General Meeting
- Authorize the Company Secretary or Director to move an application before RD to alter Clause II of Memorandum of Association
- Publish notice in 2 newspapers
- Serve notice to Chief Secretary, creditors, and ROC
- Ensure the consent of the Creditor and debenture holders if any etc. is obtained or sufficient provisions is made for the discharge of their debts or adequate security is made section 13(5)
- Authorise the Company Secretary or Director to move an application before CG for approval
- Hold General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.
- Prepare the Minutes of Extraordinary General meeting.
- File MGT-14
- File INC-23 for approval of Regional Director (RD) with:
- List of creditors and debenture holders
- Affidavit and declaration from directors
- Newspaper advertisement
- File RD order in INC-28
- File INC-22 for address change
- Applicable law : Section 12(2), 12(3), 12(4) of Companies Act read with Rule 25 , 27 & 30 of Companies (Incorporation) Rules- 2014)
🕒 This process can take 30–60 days due to RD involvement.
🔁 Memorandum is altered, and company jurisdiction changes.
6. Common Documents Required
- Certified copy of Board and/or Special Resolution
- Proof of new address (utility bill, property papers)
- Rent agreement or ownership deeds
- NOC from owner of premises
- List of creditors (if required)
- Director’s declaration and affidavits (for RD cases)
- Newspaper ads (for inter-ROC or inter-state shift)
7. Penalty for Non-Compliance
| Period of Delay | Penalty |
|---|---|
| Up to 30 days | 2 times the normal filing fees |
| More than 30 days and up to 60 days | 4 times the normal filing fees |
| More than 60 days and up to 90 days | 6 times the normal filing fees |
| More than 90 days and up to 180 days | 10 times the normal filing fees |
| More than 180 days | 12 times the normal filing fees |
8. How Chartered Accountant / Corporate Consultant Can Help
A Chartered Accountant / Corporate Consultant can offer end-to-end support in: –
- Strategic Planning – Jurisdiction & tax impact evaluation
- Document Drafting – Resolutions, notices, NOC, affidavits
- Filing Support – Preparation and timely filing of INC-22, MGT-14, INC-23, INC-28
- Compliance Handling – RD hearing, newspaper publication, and stakeholder communication
- Post-Change Assistance – GST address change, bank update, and PAN address update
9. Conclusion
Changing the registered office of a company is a strategic and legal move that requires proper approvals, documentation, and ROC filings. Whether it is a simple move within the city or a complex inter-state shift, compliance with the Companies Act, 2013 is essential to avoid penalties and maintain legal credibility.
📌 Ensure that your registered office reflects the true place of business — and that all changes are correctly reported.
