The approvals for changing a company's registered office depend on how far the office moves. A shift within the same city needs only the board's approval and a filing with the Registrar of Companies (ROC). A shift outside the city needs a special resolution of shareholders. A shift to the area of another ROC in the same state needs the Regional Director's confirmation, and a shift to another state is an alteration of the Memorandum of Association that needs Central Government approval, exercised through the Regional Director. This guide sets out each case under Sections 12 and 13 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014.
The Four Scenarios at a Glance
| Scenario | Approval | Forms | Key time limits |
|---|---|---|---|
| Within the local limits of the same city, town or village | Board resolution | INC-22 | INC-22 within 30 days of the change |
| Outside local limits, same state, same ROC | Board resolution + special resolution | MGT-14, INC-22 | MGT-14 within 30 days of the resolution; INC-22 within 30 days of the change |
| Same state, different ROC | Board resolution + special resolution + Regional Director confirmation | MGT-14, INC-23, INC-28, INC-22 | RD confirmation filed with the ROC within 60 days of the confirmation; INC-22 within 30 days of the change |
| To another state | Board resolution + special resolution altering the MoA + Central Government (Regional Director) approval | MGT-14, INC-23, INC-26 advertisement, INC-28, INC-22 | Application disposed of within 60 days; order filed with the ROCs; INC-22 within 30 days of the change |
Scenario 1: Within the Same City, Town or Village
Law: Section 12(4) requires notice of every change in the situation of the registered office to be given to the Registrar within 30 days of the change. Section 12(5) requires a special resolution only for a move outside the local limits of the city, town or village, so a move within those limits needs no shareholder approval.
Example: a company moves from Banjara Hills to Jubilee Hills, both within Hyderabad.
Steps:
- Pass a board resolution approving the new address and authorising a director or company secretary to file the form.
- Collect address proof for the new premises (see the documents section below).
- File Form INC-22 within 30 days of the change.
Tax Rate Chart
Summary
Approval
Form
Time limit
Shareholder approval
Scenario 2: Outside the City but Within the Same State and ROC
Law: under Section 12(5), the registered office cannot be moved outside the local limits of the city, town or village except on the authority of a special resolution.
Example: a company moves from Hyderabad to Warangal. Both are in Telangana and under the same ROC (ROC Hyderabad).
Steps:
- Board meeting to approve the proposal and call a general meeting (or postal ballot where applicable).
- Pass a special resolution in the general meeting.
- File the special resolution with the ROC in Form MGT-14 within 30 days of passing it (Section 117).
- File Form INC-22 within 30 days of the change.
Tax Rate Chart
Summary
Approval
Forms
Time limit
RD approval
Scenario 3: Same State, Different ROC
Law: the proviso to Section 12(5) says a company cannot move its registered office from the jurisdiction of one Registrar to another Registrar within the same state unless the change is confirmed by the Regional Director (RD). Rule 28 of the Companies (Incorporation) Rules, 2014 prescribes the application in Form INC-23.
Example: some states have more than one ROC office, such as Maharashtra (ROC Mumbai and ROC Pune). A move from Mumbai to Pune therefore needs RD confirmation even though the company stays in the same state. Check the ROC jurisdiction for both addresses on the MCA website before you start.
Steps:
- Board resolution and special resolution approving the shift; file MGT-14.
- Apply to the Regional Director in Form INC-23, with the board and special resolutions and a declaration by key managerial personnel or two directors that the company has not defaulted on dues to workmen and has either the consent of its creditors or made provision for paying them.
- Under Section 12(6), the RD communicates the confirmation within 30 days of receiving the application.
- File the RD's confirmation with the ROC (Form INC-28) within 60 days of the date of confirmation; the ROC registers it and certifies the registration within 30 days.
- File Form INC-22 for the new address.
Under Rule 28, the shift is not allowed if an inquiry, inspection or investigation has been initiated against the company or a prosecution is pending against it.
Tax Rate Chart
Summary
Approval
Forms
RD decision
File confirmation
Scenario 4: Shift to Another State
Law: the state in which the registered office is situated is part of the Memorandum of Association. Under Section 13(1), the memorandum is altered by a special resolution, and under Section 13(4) an alteration moving the registered office from one state to another has no effect unless approved by the Central Government. This power is exercised by the Regional Director, and the application is made in Form INC-23 under Rule 30 of the Companies (Incorporation) Rules, 2014.
Example: a company moves its registered office from Bengaluru, Karnataka to Hyderabad, Telangana.
Steps:
- Board meeting and general meeting to pass a special resolution altering the situation clause of the MoA; file MGT-14.
- Prepare a list of creditors and debenture holders with the amounts due to them, verified by affidavit.
- File Form INC-23 with the Regional Director, attaching the MoA and AoA, the notice of the general meeting with explanatory statement, the special resolution, the minutes, the creditor list and the supporting affidavits.
- Publish an advertisement in Form INC-26 in an English newspaper and a vernacular newspaper in the district of the registered office at least 14 days before the hearing, and send individual notices to each creditor and debenture holder.
- Under Section 13(5), the application is disposed of within 60 days. The authority must be satisfied that creditors, debenture holders and others concerned consent, or that adequate provision has been made for the company's debts.
- File a certified copy of the approval order with the ROC of each state in Form INC-28 (Section 13(7)). The ROC of the new state issues a fresh certificate of incorporation showing the change.
- File Form INC-22 for the new address within 30 days of the change.
Tax Rate Chart
Summary
Approval
Forms
Disposal of application
New certificate
Documents for Form INC-22
Rule 27 requires Form INC-22 to carry the same address verification documents as are used when a company verifies its registered office at incorporation. Typically these are:
- Proof of the premises: a registered title document in the company's name, or a copy of the lease or rent agreement in the company's name.
- Utility bill: a recent electricity, telephone, gas or similar bill for the premises, not older than two months.
- Owner's authorisation (NOC): where the premises belong to someone else, permission from the owner to use them as the registered office.
- Resolution: the board resolution (and, for Scenarios 2 to 4, the special resolution) authorising the change.
For a document-by-document list, see our registered office change documents checklist, and for the INC-22 filing itself, see our INC-22 process guide. The MCA filing fee depends on the company's nominal share capital, so check the current fee schedule on the MCA portal before filing.
Penalty for Default
Under Section 12(8), if a company defaults in complying with Section 12, the company and every officer in default are liable to a penalty of Rs 1,000 for every day the default continues, subject to a maximum of Rs 1 lakh.
After the Change: Other Registrations
- GST: if the registered office is also the principal place of business on the GST registration, file a core-field amendment in Form GST REG-14 within 15 days of the change. A move to another state needs a fresh GST registration in that state, because GST registration is state-wise.
- PAN and TAN: update the address with the Income Tax Department.
- Banks, licences and letterheads: update bank records and any licences (IEC, FSSAI, Shops and Establishments). Section 12(3)(c) also requires the registered office address to be printed on business letters, bill heads and notices, so update your stationery and website.
Common Mistakes
Mistake 1: Treating a move outside the city as a board-only matter. Any move outside the local limits of the city, town or village needs a special resolution under Section 12(5), even if the company stays under the same ROC.
Mistake 2: Missing the RD route within the same state. Moving to an area served by a different ROC in the same state needs RD confirmation through INC-23 before the change takes effect.
Mistake 3: Using an ordinary resolution for an interstate move. An interstate move alters the MoA and needs a special resolution plus Central Government (RD) approval under Section 13(4).
Mistake 4: Stale utility bill. A utility bill older than two months will not support the INC-22 filing.
Mistake 5: Forgetting GST. A same-state address change must be reported in GST REG-14 within 15 days; an interstate move needs a new GST registration.
Note: in April 2026 MCA published draft Companies (Incorporation) Amendment Rules, 2026 for public comment, proposing to merge several company forms (including INC-22 and INC-23) into consolidated e-forms. Check the MCA portal for the form currently in use before filing.
Sources: Companies Act, 2013, Sections 12 (as amended by the Companies (Amendment) Act, 2017, which changed the INC-22 time limit from 15 to 30 days), 13 and 117; Companies (Incorporation) Rules, 2014, Rules 25, 27, 28 and 30; CGST Rules, 2017, Rule 19 (REG-14).
