Changing the registered office address of a company is a crucial compliance task governed by the Companies Act, 2013. Whether your business is expanding, relocating, or shifting operations, it’s essential to follow the correct legal procedure to ensure smooth updates with the Ministry of Corporate Affairs (MCA).
This guide from Saving Mantra outlines the complete step-by-step process, required documents, forms, timelines, and compliance workflow for changing a company’s registered office.
1. Understand the Type of Change in Registered Office
Before applying for a change, determine which category your shift falls under:
a) Within the Same City / Town / Village
- This is the simplest category.
- Only Board Resolution and Form INC-22 filing required.
b) Within the Same ROC but Outside Local Limits
- Requires Board Resolution, Special Resolution, and Form MGT-14 + INC-22.
c) From One ROC to Another ROC within the Same State
- Requires Regional Director (RD) Approval.
- Additional documentation and justification needed.
d) From One State to Another State
- Most complex.
- Requires Special Resolution, Alteration of MOA, Approval from RD, and multiple filings.
2. Step-by-Step Process for Changing Registered Office
Step 1: Hold a Board Meeting
- Pass a Board Resolution approving the proposal to change the registered office.
- Authorize a director or CS to file forms with MCA.
- Decide whether an EGM (Extraordinary General Meeting) is required based on the type of shift.
Step 2: Issue Notice for General Meeting (If Applicable)
For changes outside local limits or state:
- Send notice to shareholders at least 21 days before the meeting.
- Attach explanatory statement under Section 102.
Step 3: Pass Special Resolution (If Required)
In the EGM:
- Approve the registered office change.
- Approve amendment of MOA (for inter-state changes).
File Form MGT-14 within 30 days of passing the resolution.
Step 4: Obtain Required Approvals
Depending on the type of shift:
| Type of Shift | Approval Needed |
|---|---|
| Within same city | No external approval |
| Outside local limits | Shareholders’ approval |
| Change of ROC within same state | Regional Director Approval |
| Change of State | Regional Director Approval + MOA amendment |
Step 5: File Form INC-23 (For RD Approval)
(Only for ROC or State change)
Include:
- Board & Special resolutions
- Notice and minutes of EGM
- Altered MOA
- Valuation report / justification letter
- Creditors’ NOC
Step 6: File Form INC-28
After RD approval order, file INC-28 with MCA to register the order officially.
Step 7: File Form INC-22 (Change of Registered Office)
This is the final step for all categories.
Attach:
- Proof of new address (utility bill not older than 2 months)
- NOC from property owner
- Rent agreement / lease deed
- Photograph of external building with nameplate
Once approved, the new registered office address is updated in the MCA records.
3. Documents Required
- Board resolution
- Special resolution (if applicable)
- Notice and minutes of EGM
- Altered MOA (for state change)
- Utility bill of premises
- Rent agreement / ownership proof
- NOC from owner
- List of creditors (for RD cases)
- Affidavit verifying no objections or pending litigation
- RD approval order (if applicable)
4. MCA Forms & Timeline Summary
| Form | Purpose | Timeline |
|---|---|---|
| MGT-14 | Filing special resolution | Within 30 days |
| INC-22 | Update office address | Within 30 days of change |
| INC-23 | Application to RD | For ROC/State change |
| INC-28 | Filing RD order | Within 30 days |
5. Practical Tips from Saving Mantra
- Ensure utility bill and NOC are updated and correctly signed.
- Keep company name board properly displayed at the new address before uploading photos.
- For state change, communicate with all stakeholders—banks, GST, PF, ESIC, and other authorities—for smooth transition.
- Use a centralized workflow system (Saving Mantra CRM/Compliance module) to manage documents, reminders, and filings.
Conclusion
Changing the registered office of a company is a structured legal process requiring proper resolutions, documentation, and MCA filings. By following the above steps, businesses can ensure seamless compliance without penalties or delays.
The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.