Key Takeaways on Company Registered Office Change
- Changing registered office is mandatory under Section 12 of the Companies Act, 2013
- Primary form: Form INC-22, filed within 15 days (same city) or 30 days (other cases)
- Late filing penalty: ₹1,000 per day, capped at ₹1,00,000
- Government fee: ₹200 to ₹5,000 depending on authorized share capital
- Update PAN, TAN, GST, bank accounts separately after ROC filing
- Inter-state shifts require Regional Director approval (INC-23)
Your company's registered office is its legal home. It's the address where the Registrar of Companies (ROC) sends all statutory communications, notices, and legal correspondence. When your business moves, you must update this address with the Ministry of Corporate Affairs (MCA) through a formal process.
This guide provides a complete overview of the company registered office change process in India for 2026: the types of shifts, the step-by-step INC-22 filing process, required documents, government fees, penalties for late filing, and practical tips to avoid common mistakes.
Looking for expert help with INC-22 filing, registered office change, company address change MCA, INC-22 process, ROC compliance? The team at Tax Garden, based in Kondapur, Hyderabad, helps Indian SMEs stay compliant. End-to-end filings, notices, and deadline tracking, all in one place.
Why Changing Your Registered Office Matters
Under Section 12 of the Companies Act, 2013, every company must have a registered office capable of receiving and acknowledging all communications. The address determines the jurisdiction of the ROC, the applicable court for legal proceedings, and the place where statutory records must be maintained.
Failing to update your registered office address can lead to:
- Penalties of ₹1,000 per day of default, up to ₹1,00,000
- Non-receipt of statutory notices that could lead to legal consequences
- Incorrect records on the MCA portal affecting your company's credibility
- Issues with GST, PAN, and other licenses that rely on your registered address
Types of Registered Office Changes
The process for changing your registered office depends on where you are moving. There are three distinct scenarios:
| Type of Shift | Definition | Forms Required | Approval Required |
|---|---|---|---|
| Within Same City | Same city, town, or village; same ROC jurisdiction | INC-22 | Board Resolution only |
| Within Same State (Different City) | Different city but same state; may be same or different ROC jurisdiction | MGT-14 + INC-22 | Special Resolution (shareholders) |
| Inter-State / ROC-to-ROC | Different state; change in ROC jurisdiction | MGT-14 + INC-23 + INC-28 + INC-22 | Regional Director Approval |
Scenario 1: Change Within the Same City (Simplest)
This is the most straightforward type of registered office change. Your company moves within the same city, town, or village, and the ROC jurisdiction remains unchanged.
Step-by-Step Process
Step 1: Hold a Board Meeting
Convene a board meeting with a proper 7-day notice under Section 173 of the Act. Pass a board resolution approving the change of registered office address and authorise a director or Company Secretary to file the necessary forms.
Step 2: Prepare Supporting Documents
Gather proof of the new address: lease agreement, rent agreement, or conveyance deed; utility bill (electricity, water, or gas) not older than 2 months; NOC from the property owner; and a certified copy of the board resolution.
Step 3: File Form INC-22
Submit e-Form INC-22 (Notice of Situation or Change of Address of Registered Office) on the MCA V3 portal within 15 days of the board resolution or the actual change.
Step 4: Pay Government Fee
Pay the filing fee, which ranges from ₹200 to ₹5,000 based on your company's authorised share capital.
Step 5: Update Letterheads and Signage
Update your company name and address on all official documents, letterheads, and display it at the new registered office as required under Section 12(3).
Step 6: Update PAN, GST, and Other Registrations
The address change does not automatically update other registrations. File Form 49A for PAN/TAN with NSDL; file Form REG-14 for GST within 15 days; update bank accounts separately.
Documents Required for INC-22
| Document | Details |
|---|---|
| Board Resolution | Certified true copy approving the address change |
| Proof of New Address | Lease agreement, rent agreement, or conveyance deed in the company's name |
| Utility Bill | Electricity, water, or gas bill not older than 2 months |
| No Objection Certificate (NOC) | From the property owner (for rented or shared premises) |
| Digital Signature Certificate (DSC) | Of the authorized signatory filing the form |
Filing Fee for INC-22
The government filing fee for INC-22 depends on the company's authorised share capital:
| Authorized Share Capital | Filing Fee (₹) |
|---|---|
| Up to ₹1,00,000 | ₹200 |
| ₹1,00,001 to ₹5,00,000 | ₹300 |
| ₹5,00,001 to ₹25,00,000 | ₹400 |
| ₹25,00,001 to ₹1,00,00,000 | ₹500 |
| Above ₹1,00,00,000 | ₹600 |
Verify current fees on the MCA portal (mca.gov.in) as they may be updated periodically.
Timeline
| Step | Typical Timeline |
|---|---|
| Board Meeting | Day 0 (with 7-day notice) |
| INC-22 Filing | Within 15 days of board resolution |
| ROC Acknowledgment | 5-10 business days |
| Total Time | 5-10 business days |
Scenario 2: Change Within Same State (Different City)
If your company relocates outside the local limits of the city, town, or village but remains in the same state, the process is more involved.
Step-by-Step Process
-
Hold a Board Meeting: Pass a board resolution approving the shift and authorising the necessary filings.
-
Issue Notice for General Meeting: Draft an explanatory statement with details of the existing and proposed address and the business reasons for the move.
-
Obtain Shareholder Approval: Hold a general meeting and pass a Special Resolution (requires a three-fourths majority vote).
-
File Form MGT-14: File the special resolution with the ROC within 30 days.
-
File Form INC-22: File e-Form INC-22 within 30 days of the special resolution.
Scenario 3: Inter-State / ROC-to-ROC Change (Most Complex)
If you are moving your registered office to another state, you need approval from the Regional Director (RD).
Step-by-Step Process
-
Hold a Board Meeting: Approve the inter-state relocation.
-
Obtain Shareholder Approval: Pass a Special Resolution authorising the change.
-
File Form MGT-14: File the resolution with the ROC.
-
File Form INC-23: Apply to the Regional Director for approval of the inter-state relocation.
-
Publish Advertisement: Notify the public and state government about the proposed shift.
-
File Form INC-28: File the order of the Regional Director with the ROC.
-
File Form INC-22: File INC-22 within 30 days from the date of the Regional Director's order.
-
Amend MOA: Alter the Memorandum of Association to reflect the new state.
Penalties for Late Filing
Penalty Under Section 12(8)
Under Section 12(8) of the Companies Act, 2013, if any default is made in complying with the requirements of Section 12, the company and every officer in default shall be liable to a penalty of ₹1,000 for every day during which the default continues, but not exceeding ₹1,00,000.
Additional Late Fees (Section 403)
The MCA also levies additional fees for late filing of INC-22 based on the period of delay:
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2x standard fees |
| More than 30, up to 60 days | 4x standard fees |
| More than 60, up to 90 days | 6x standard fees |
| More than 90, up to 180 days | 10x standard fees |
| More than 180 days | 12x standard fees |
CCFS 2026 Relief
The Companies Compliance Facilitation Scheme (CCFS) 2026 offers a 90% waiver on additional (late) fees for pending ROC filings, including INC-22.
Post-Filing: Updating Other Registrations
Changing your registered office with the ROC does not automatically update your address on other registrations. You must independently update:
| Registration | Form / Authority | Timeline |
|---|---|---|
| PAN / TAN | Form 49A with NSDL or UTIITSL | As soon as possible |
| GST | Form REG-14 | Within 15 days |
| Shops & Establishment | Local municipal authority | As per state rules |
| Import Export Code (IEC) | DGFT | As soon as possible |
| FSSAI | FSSAI portal | As soon as possible |
| Bank Accounts | Respective banks | As soon as possible |
| Insurance Licenses | Respective regulators | As soon as possible |
Common Mistakes to Avoid
1. Assuming the ROC address change updates everything else
The ROC address change does not automatically update PAN, GST, or bank records. You must update each registration separately.
2. Missing the 15-day filing deadline
For same-city moves, INC-22 must be filed within 15 days of the board resolution or the actual address change. Missing this deadline triggers penalties.
3. Filing INC-22 for inter-state shifts without RD approval
For inter-state shifts, filing INC-22 before obtaining Regional Director approval is a common mistake. The correct procedure requires INC-23 approval first.
4. Not obtaining the NOC before filing
The NOC from the property owner is a mandatory attachment for INC-22. Filing without it can lead to rejection.
5. Ignoring the 7-day notice for board meetings
Under Section 173, board meetings require a proper 7-day notice. Skipping this can invalidate the board resolution.
6. Not displaying the company name at the new office
Section 12(3) requires the company name and registered office address to be displayed outside the office in a conspicuous position.
Key Points to Remember
-
Registered office change is governed by Section 12 of the Companies Act, 2013
-
The process depends on the type of shift: same city (simplest), within state (special resolution), or inter-state (RD approval)
-
Form INC-22 is the primary filing for notifying the ROC of an address change
-
Filing deadline: 15 days for same-city moves; 30 days for within-state moves
-
Late filing penalty: ₹1,000 per day, capped at ₹1,00,000
-
Government fee: ₹200 to ₹5,000 depending on authorised share capital
-
Update PAN, TAN, GST, bank accounts, and other licenses separately after the ROC filing
-
For inter-state shifts, additional forms (INC-23, INC-28) and Regional Director approval are required
Frequently Asked Questions
Q: What is Form INC-22?
A: Form INC-22 is the e-form filed with the ROC to notify a change in the company's registered office address. It is filed under Section 12 of the Companies Act, 2013, read with Rule 27 of the Companies (Incorporation) Rules, 2014.
Q: What is the deadline for filing INC-22?
A: For a same-city move, INC-22 must be filed within 15 days of the board resolution or the actual address change. For a within-state move, it must be filed within 30 days of the board resolution or special resolution. For inter-state moves, it must be filed within 30 days of the Regional Director's order.
Q: What is the penalty for late filing of INC-22?
A: Late filing attracts a penalty under Section 12(8) of ₹1,000 per day of default, capped at ₹1,00,000. Additional late fees also apply under Section 403 based on the delay period.
Q: What documents are required for INC-22 filing?
A: You need a certified copy of the board resolution, proof of new address (lease/rent agreement or conveyance deed), a utility bill not older than 2 months, an NOC from the property owner, and the DSC of the authorized signatory.
Q: What is the filing fee for INC-22?
A: The INC-22 filing fee ranges from ₹200 to ₹5,000 based on the company's authorised share capital. Companies with capital up to ₹1 lakh pay ₹200, while those above ₹1 crore pay ₹600.
Q: Do I need to update PAN and GST after changing the registered office?
A: Yes. Changing the registered office with the ROC does not automatically update PAN, TAN, or GST. File Form 49A for PAN/TAN with NSDL, and Form REG-14 for GST within 15 days. Update other licenses like Shops & Establishment, IEC, and FSSAI separately.
Q: What is the difference between INC-22 and INC-23?
A: INC-22 is the primary form for notifying the ROC of any registered office address change. INC-23 is an application filed with the Regional Director for approval of inter-state registered office shifts. INC-23 is required only for moves from one state to another.
Q: Do I need shareholder approval for changing the registered office?
A: For same-city moves, only a board resolution is required. For within-state moves (different city), a special resolution by shareholders is required. For inter-state moves, a special resolution and Regional Director approval are required.
Q: How long does it take to get ROC acknowledgment after filing INC-22?
A: For same-city moves, the total time is typically 5-10 business days from the board resolution to ROC acknowledgment. For within-state moves, it takes 15-20 working days. For inter-state moves, it takes 30-60 working days.
Sources: Companies Act, 2013, Sections 12, 13, 173, 403; Companies (Incorporation) Rules, 2014, Rules 25 and 27; MCA portal (mca.gov.in); Beacon Filing; Corpbiz; TeamLease RegTech; TaxGuru; InCorpX; Legalsuvidha. Verify current fees, due dates, and procedures on mca.gov.in before acting, as rules may be updated periodically. This article is general information on company registered office change and not a substitute for professional advice.
Work with the Trusted Tax & Compliance Services in Kondapur, Hyderabad - Tax Garden for expert GST filing, ITR, TDS, ROC, and startup compliance support.
Frequently Asked Questions: Tax Services in Kondapur & Hyderabad
What makes Tax Garden a preferred GST consultant in Kondapur?
Tax Garden is ISO 9001:2015 certified and backs every engagement with Kavach, our ₹50,000 error-protection cover. Our flat-fee, no-surprise pricing and dedicated account manager make us a compliance partner for startups and SMEs in Kondapur's HITEC City corridor.
Why is Tax Garden a trusted tax compliance partner in Hyderabad?
Trust comes from three pillars at Tax Garden. First, transparency: you know the exact fee before you sign up, and it never changes mid-year. Second, certified expertise: our compliance team is qualified, and the firm holds ISO 9001:2015 certification. Third, accountability: Kavach, our unique error-protection plan, covers up to ₹50,000 in service charges for any clerical mistake made by our team.
Is there a reliable tax consultant near me in Kondapur?
Yes. Tax Garden's office is in Kondapur itself (CWS One Building, Hanuman Nagar). You can book an in-person consultation or get everything done fully online via WhatsApp and our client portal. We serve walk-in clients by appointment and remote clients across all of Hyderabad and Telangana.
I want a friendly CA who explains things clearly. Is that Tax Garden?
Absolutely. Every client gets a dedicated account manager reachable on WhatsApp, plain-language explanations of what is filed and why, and proactive reminders before every deadline. No jargon, no surprises, just friendly, expert compliance support from Kondapur.
Where is Tax Garden located in Hyderabad?
Tax Garden is located at 4th Floor, South Block, CWS One Building, Hanuman Nagar, Kondapur, Hyderabad, Telangana 500084. We serve clients across Kondapur, HITEC City, Gachibowli, Madhapur, Jubilee Hills, Banjara Hills, and all of Hyderabad.
Can I get GST filing and registration services in Kondapur?
Yes. Tax Garden offers end-to-end GST services from our Kondapur office: GST registration, GSTR-1, GSTR-3B, GSTR-9 annual returns, ITC reconciliation, e-invoicing setup, and GST notice handling for businesses of all sizes in Kondapur and Hyderabad.
Do you file ITR for salaried employees and businesses in Hyderabad?
Yes. Our Kondapur team files ITR for salaried employees, freelancers, consultants, business owners, LLPs, and companies across Hyderabad. We cover ITR-1 through ITR-6 with complete Chapter VI-A deduction reconciliation, AIS reconciliation, and proactive deadline management.
Which areas in Hyderabad does Tax Garden serve?
Tax Garden's Kondapur office serves clients across Hyderabad including HITEC City, Gachibowli, Madhapur, Jubilee Hills, Banjara Hills, Begumpet, Secunderabad, Ameerpet, Kukatpally, Uppal, LB Nagar, and all of Telangana. Most services are available fully online.
What compliance services does Tax Garden offer for startups in Kondapur?
Tax Garden is a compliance partner for startups in Kondapur and Hyderabad's HITEC City corridor. We handle company incorporation, GST registration, TDS filings, payroll, ROC annual filings, director KYC, and annual ITR filing, all under one flat-fee plan.
How does Tax Garden's compliance model compare to traditional hourly accounting services in Hyderabad?
Unlike traditional accounting practices that charge hourly and are difficult to reach, Tax Garden operates on flat-fee subscription plans with a dedicated account manager, monthly compliance updates, and WhatsApp-first communication. Our AI-powered workflow catches errors before filings are submitted, and Kavach error-protection ensures you are never left alone if something goes wrong.
