How to Change the Registered Office Address of a Company?

Changing the registered office address of a company in India is a legally regulated process under the Companies Act, 2013. It involves specific resolutions, documentation, and filing with the Ministry of Corporate Affairs. The procedure and compliance requirements vary depending on the type of address change, whether it is within the same city, state, or across state lines. In this article, you will learn about how to change the registered office address of a company, its compliance, documents required and more.

What Is a Registered Office?

A registered office is the official address of a company or LLP as required under Section 12 of the Companies Act, 2013. It is the place where all statutory records are maintained and where official communications, notices, and legal documents from the Registrar of Companies (RoC) and other government authorities are delivered. Every company must establish its registered office either at the time of incorporation or within 30 days of incorporation and must notify the RoC accordingly in the prescribed form.

Reasons for Changing the Registered Office Address

There are a lot of reasons for a company to change its registered office address. A few of them are listed below:

• Business Expansion

A company shifts its registered office address when it opens new units in other cities. This move helps align the legal base with the core area of operations. It also improves control over business functions in the new location.

• Cost Optimisation

A company can change its registered office address to reduce financial overheads. Relocating to a city with lower rental or administrative costs helps the company manage its budget more effectively.

• Access to a Skilled Workforce or Better Infrastructure

In some scenarios, companies need to relocate their registered office address to regions with a strong talent pool and stable infrastructure. This shift enhances recruitment, facilitates smooth operations, and improves efficiency.

• Shift to Home State or Special Economic Zones (SEZs)

A company can move its registered office address to the home state to simplify compliance with state-specific rules. It may also shift to an SEZ to avail of tax benefits and special government incentives.

• Regulatory Convenience

Sometimes, a company changes its registered office address to fall under a different Registrar of Companies (RoC) jurisdiction. This change helps streamline legal processes and improves coordination with the regulatory authority.

• Ownership or Lease Expiry

If the registered office property is rented, a company might shift their registered office when the rental or lease agreement ends. In such cases, the company selects a new location and updates the official address.

• Business Restructuring or Merger

A company shifts its registered office address after a merger, acquisition, or internal restructuring. This change centralises records and aligns the legal office with the new business structure.

• Better Access to Clients or Partners

A company relocates to a region where major clients or partners operate. This shift improves communication, reduces delays, and strengthens business relationships.

Types of Address Change

The procedure to change a company’s registered office address depends on the nature and scope of the relocation. The types of address changes fall under the following categories:

1. Within the Same City, Town, or Village

When a company shifts its registered office address within the limits of the same city, town, or village, it only needs to pass a board resolution and file the required form with the Registrar of Companies. This type of change does not involve any alteration to the Memorandum of Association (MOA) or approval from regulatory authorities beyond the RoC.

2. From One City to Another Within the Same State and ROC Jurisdiction

If a company moves its registered office from one city to another within the same state and under the same Registrar of Companies, it must pass a board resolution and a special resolution in a general meeting. The company also needs to file the required forms with the MCA. This change requires shareholder approval but not Regional Director (RD) consent.

3. From One ROC Jurisdiction to Another Within the Same State

When a company shifts its registered office address within the same state but under the jurisdiction of a different RoC, it must obtain approval from the Regional Director. In this case, the company must pass both board and special resolutions and file multiple statutory forms. This change impacts the jurisdiction under which the company is governed.

4. From One State to Another (Inter-State Change)

If a company moves its registered office address from one state to another, it must alter its Memorandum of Association. This change requires board and special resolutions, newspaper publication, approval from the Regional Director, and submission of multiple forms. It is the most detailed and regulated type of address change, as it affects legal jurisdiction, tax registration, and compliance responsibilities.

How to Change the Registered Office Address within the Local Limits of City, Town, or Village

A company must follow a mandatory procedure to shift its registered office address within the same city, town or village. Listed below are the steps to change the registered office address within the local limits of a city, town, or village:

Step 1: Conduct a Board Meeting

To change the registered office address within the local limits of city, town, or village the company need to schedule a board meeting to approve the decision to shift the registered office address. The Board passes a resolution confirming the new address. It also authorises a director or company officer to complete the statutory filing process with the Registrar of Companies.

Step 2: File Form INC-22 with ROC

Once the resolution is passed, the company files Form INC-22 with the Registrar of Companies within 15 days from the date of the Board resolution. This form includes essential documents that confirm the change. The details are as follows:

• Board Resolution: A certified copy of the resolution passed in the Board meeting.
• Proof of New Address: Ownership papers or a rent agreement in the company’s name.
• Utility Bill: A recent electricity, gas, or telephone bill not older than two months.
• No-Objection Certificate (NOC): A consent letter from the property owner if the company does not own the premises.

Step 3: Update Company Records

Once the Registrar of Companies approves the change, the company needs to update the new registered address across all official records. This includes printed documents, signage, statutory filings, digital assets, and internal records. The updated address ensures that all legal and regulatory communication reaches the correct location and reflects compliance with MCA requirements.

How to Change the Registered office address from One City to Another within the Same ROC Jurisdiction

When a company shifts its registered office address outside the local limits of its current city but stays within the same state and under the same Registrar of Companies (ROC), it needs to follow the steps listed below:

Step 1: Hold a Board Meeting

The company needs to hold a Board meeting to approve the decision to relocate the registered office address outside the current municipal limits. Once the Board passes the resolution, it will authorise an officer to handle all formalities. The Board also needs to approve the notice to call a general meeting and instruct the officer to send the notice to shareholders, directors, and auditors.

Step 2: Send Notice of General Meeting

Now, the company must send the general meeting notice to all stakeholders through post, courier, or email. The notice contains the agenda to shift the registered office address and informs the members about the date and time of the meeting.

Step 3: Conduct the General Meeting

After informing about the general meeting, the company must hold the general meeting and pass a special resolution with shareholders’ approval. This resolution confirms the decision to shift the office to a different city within the same ROC jurisdiction.

Step 4: File Form MGT-14

The company files Form MGT-14 with the Registrar of Companies within 15 days of passing the special resolution. The filing includes a certified copy of the resolution, the explanatory statement, and the general meeting notice. The Service Request Number (SRN) from this filing is used in the next step.

Step 5: File Form INC-22

After filing MGT-14, the company needs to submit Form INC-22 within 15 days of the general meeting. The content of this form is as follows:

• Certified copy of the Board Resolution
• Certified copy of the Special Resolution
• Ownership proof or rent agreement for the new address
• Utility bills not older than two months
• NOC or consent from the property owner, if applicable

Step 6: Update Official Records

Once the ROC approves the change, the company must update its new registered address across all platforms. This includes official documents, invoices, signboards, legal records, websites, and MCA master data to maintain legal consistency.

How to change the Registered office address from one ROC Jurisdiction to another within the Same State

When a company shifts its registered office from one Registrar of Companies (ROC) jurisdiction to another within the same state, it must comply with the statutory procedure laid down under the Companies Act, 2013. The procedure is listed below:

Step 1: Hold a Board Meeting

The company needs to call a Board Meeting to initiate the process. In the meeting, the Board will pass a resolution to approve the relocation of the registered office address from the current ROC zone to a new one. The Board also approves the notice for a General Meeting and authorises a director or company secretary to execute the necessary actions.

Step 2: Send General Meeting Notice

Once authorised, the company must send a notice to all shareholders, directors, and auditors. The notice will include the meeting agenda, time, date, and venue. The key agenda is the approval for the registered office address change through a Special Resolution.

Step 3: Conduct General Meeting

After informing, the company conducts the General Meeting to seek approval from the shareholders. In the meeting, the members passed a Special Resolution, which confirmed their agreement to relocate the registered office address across ROC jurisdictions. The resolution is passed when at least 75% of shareholders approve it.

Step 4: File Form MGT-14

Once the resolution is passed, the company needs to file Form MGT-14 with the ROC within 30 days of passing the Special Resolution. In the form, the applicant needs to attach a certified true copy of the resolution, the explanatory statement, and the General Meeting notice.

Step 5: Prepare a List of Creditors and Debenture Holders

Now, the company needs to prepare a complete list of creditors and debenture holders. This step confirms whether any liability exists that may affect or block the proposed address change. If required, the company can seek written consent from these parties.

Step 6: Inform the State Government

The company needs to send a notice to the Chief Secretary of the respective state. With this communication, the company ensures that the registered office address relocation does not adversely affect the employees or the public interest. The company needs to keep an acknowledgement of this intimation as part of its records.

Step 7: File Application to Regional Director – Form INC-23

The company needs to submit an application to the Regional Director in Form INC-23. The application should include the details listed below:

• Certified copies of the Board and Special Resolutions
• Minutes of the General Meeting
• Declaration of no dues or defaults toward employees
• Consent or provision details regarding creditors
• Statement that no prosecution or legal matter is pending in a different court
• Copy of the Chief Secretary's intimation

Step 8: Obtain Approval from the Regional Director

Once the application is submitted, the Regional Director will examine the application and documents. If satisfied with the details, the Director issues an approval order within 15 days. This order authorises the company to change its registered office address across ROC jurisdictions within the same state.

Step 9: File Form INC-28 with ROC

After receiving the order from the Regional Director, the company files Form INC-28 with the ROC. This must be done within 30 days of the approval order. The filing officially registers the RD’s approval with the Ministry of Corporate Affairs (MCA).

Step 10: File Form INC-22

Within 60 days of the Regional Director’s approval, the company files Form INC-22 with the ROC. It attaches the following documents:

• Certified copies of both resolutions
• Proof of the new office address (utility bill not older than 2 months)
• Lease deed or No Objection Certificate (NOC) if the company does not own the property
• Copy of the Regional Director’s order

Step 11: Update Company Records

Once the ROC approves the final filing, the company updates its registered office address on all statutory documents. This includes the company’s letterheads, signboards, display boards, internal records, official website, and all business correspondence.

How to Shift the Registered office address Across States

The process to shift the registered office address across states is listed below:

Step 1: Hold a Board Meeting

The company must hold a Board Meeting to pass a resolution approving the change of the registered office address from one state to another and to amend the Memorandum of Association (MOA). It must also authorise a representative to apply to the Regional Director, appoint an authorised person for the hearing, and approve the notice for calling a General Meeting of shareholders.

Step 2: Issue the General Meeting Notice

The company must send the General Meeting notice to all shareholders, directors, and auditors through post, courier, or email. The notice must mention the agenda to approve the registered office address relocation and amendment of the MOA.

Step 3: Conduct the General Meeting

The company must conduct a General Meeting, where shareholders must pass Special Resolutions to approve the proposed office shift and the alteration of the MOA.

Step 4: Finalise the List of Creditors and Debenture Holders

The company must prepare a list of secured and unsecured creditors and debenture holders. This list must include their names, addresses, and the amounts due. The list must be certified and signed by the Company Secretary and at least two Directors and must not be older than one month from the date of application.

Step 5: Send Notices to Creditors and Debenture Holders

The company must send individual notices to all creditors and debenture holders, requesting their no-objection certificates. These notices must be dispatched at least fourteen days before the hearing date.

Step 6: Publish Newspaper Advertisements (Form INC-26)

The company must publish a notice of the proposed shift in Form INC-26 in one English-language newspaper and one vernacular newspaper in the district where the current registered office is situated. This must be done at least fourteen days before the hearing.

Step 7: Notify Regulatory Authorities

The company must send copies of the application to the following authorities:

• The Registrar of Companies of the existing state
• The Securities and Exchange Board of India (for listed entities)
• Other relevant regulatory bodies, if applicable
• The Chief Secretary of the existing state government

Step 8: Submit the Application to the Regional Director (Form INC-23)

The company must submit Form INC-23 to the Regional Director. The application must include:

• The altered MOA
• Certified copies of the Board and Special Resolutions
• Minutes of the General Meeting
• Affidavits and declarations
• The list of creditors and debenture holders
• Copies of newspaper advertisements
• No-objection certificates (if any)

Step 9: Obtain the Regional Director’s Order

If no objections are received, the Regional Director may issue an approval order within fifteen days. If objections are raised, a hearing may be held, and the order must be passed within sixty days.

Step 10: File Form MGT-14

The company must file Form MGT-14 with the Registrar of Companies within thirty days of passing the Special Resolutions. The filing must include the altered MOA and details of the General Meeting.

Step 11: File Application and Orders with the ROC

The company must file a copy of the application submitted to the Regional Director in Form GNL-1 with the ROC. Once the Regional Director approves, the company must file the order in Form INC-28 within thirty days of receiving it.

Step 12: File Final Address Update (Form INC-22)

The company must file Form INC-22 within fifteen days of receiving the Regional Director’s order. This form must include:

• Certified copies of the Board and Special Resolutions
• Proof of the new registered office address (utility bill not older than two months)
• Lease deed or consent letter if the property is not owned
• A copy of the Regional Director’s approval order

Step 13: Inform Relevant Authorities

The company must inform all concerned government departments, regulatory authorities, and financial institutions about the address change for official record updates.

Step 14: Update Company Records

After receiving final approval from the ROC, the company must update the new registered office address on all official materials such as letterheads, signage, banners, websites, invoices, and statutory records.

Legal Compliance Requirements for Change of Registered Office

Listed below are the legal compliance requirements for a change of registered office:

1. ROC Intimation

Every company must inform the Registrar of Companies (ROC) about a change in its registered office address. This disclosure ensures that all official notices, legal documents, and government communications reach the correct location.

2. Timely Filing of Forms

The company must file specific forms within the deadlines set under the Companies Act, 2013. Form INC-22 records the new address. Form MGT-14 captures the shareholder resolution, if applicable. Delays in submission may result in penalties and impact future compliance.

3. Shareholder or Regional Director Approval

If the office shifts outside local limits or across ROC jurisdictions, the company must pass a special resolution. For inter-jurisdictional or interstate relocations, the company must obtain prior approval from the Regional Director. These approvals establish legal validity and procedural transparency.

4. Update in Statutory Records

The company must reflect the new address in its statutory documents. If the registered office address changes the situation clause in the Memorandum of Association (MOA), the company must amend the MOA through a resolution. This ensures accuracy in public records and legal documents.

5. Display of New Address

After approval, the company must show the new address on all company assets and communication tools. This includes nameplates, letterheads, invoices, signboards, digital platforms, and statutory registers. It maintains transparency and helps in clear identification.

Consequences for Non-Compliance

Listed below are the consequences for non-compliance:

1. Penalty for Non-Filing of Forms

If the company fails to file the required forms, such as INC-22 or MGT-14, within the prescribed time, the ROC imposes financial penalties. These penalties apply to the company and its officers who are in default. The amount increases with the duration of the delay.

2. Invalid Official Communication

If the registered office address remains outdated in the MCA records, any official communication or legal notice sent to the old address is treated as valid. This may result in missed legal proceedings, compliance notices, or government orders.

3. Risk of Strike-Off

Persistent non-compliance with the registered office provisions can trigger action under Section 248 of the Companies Act, 2013. The ROC may classify the company as inactive and initiate strike-off proceedings, leading to a loss of legal status.

4. Legal Consequences for Directors

Directors become personally liable for non-compliance. The MCA may disqualify them under Section 164 for failing to comply with mandatory requirements. This affects their ability to serve on boards of other companies.

5. Compliance Risk for Future Filings

Incorrect or outdated address records create barriers in future ROC filings. MCA portals may reject submissions that depend on accurate office location details, which delays approvals for other corporate actions like name change, capital alteration, or closure.

Conclusion

To summarise, a change in the registered office address requires full legal compliance and strategic precision. It defines the company’s official presence and ensures smooth regulatory correspondence across jurisdictions. Whether the shift occurs within city limits or across states, each step aligns with strict timelines and statutory documentation under the Companies Act, 2013.

Though the procedure may appear complex, expert assistance simplifies each stage with accuracy. Online Legal India ensures end-to-end support, right from board resolutions to final ROC filings. Their experienced professionals handle the entire process with diligence, allowing your company to shift seamlessly and stay fully compliant.