Registered Office Change for Your Company | Shift Legally
All companies that are compliant with the Companies Act, 2013, have a legal requirement to maintain a registered office. If the registered office is not updated properly, the company may suffer penalties of up to ₨1 lakh, and each officer may also be fined ₨1 lakh, as per Section 12(8) of the Companies Act, 2013. Change your Registered Office Address Legally with JustStart.
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OVERVIEW
How to Change the Address of a Registered Office?
According to the Companies Act of 2013 (the “Act”), every company must have a registered office within thirty days of its establishment. While it is in existence, a business must always have a registered office. The Memorandum of Association (MOA) and Articles of Association both refer to the registered office (AOA).
A change in registered office address of a company happens occasionally for every business. A company must follow a specific approach to change the registered office of the company since it is a different legal entity from its owners, directors, and shareholders. In other words, shifting the registered office is another term for changing the company’s registration office.
The registered office must still register with the Ministry of Corporate Affairs. The location and place of the registered office are determined by the company’s promoters. Any changes to the company’s registered office after it has been declared by filing INC 22 must be reported to the ROC.
Types
Types of Registered Office Address Changes
A company may need to change its registered office address for various reasons. Any such change must be communicated in advance, adhering to the guidelines set by the Ministry of Corporate Affairs (MCA).
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Below are the types of registered office address changes:
Within the Same City, Village, or Town
When your company moves from one place to another in the same local geographical area (the same city, town, or village). For instance, transferring from one office to another in the same corporate district or area.
Approval Required: Only Board resolution!
Within the Same State But Outside The Current Locality
When your company is transferred to a different city or town, but stays under the same Registrar of Companies jurisdiction. For instance, moving from one city to another within the same state (where both cities are under the same ROC).
Approval Required: Board Resolution + Special Resolution (passed in a General Meeting).
Within the Same State But Under a Different ROC
Some states in India have multiple ROC offices serving different areas. For instance, Maharashtra has two ROC offices (Mumbai and Nagpur), and Karnataka has many ROC offices. The scenario of your company moving from one ROC jurisdiction to another in the same state belongs here.
Approval Required: Board Resolution + Special Resolution + Approval from the Regional Director.
Changes of State or Jurisdiction
This is the widest of all cases, where the registered office of your company has to be moved to a different state. This literally alters the jurisdiction of incorporation and control over the regulation of your company.
Approval Needed: Board Resolution + Special Resolution + Approval from the Regional Director (and sometimes even Central Government approval).
Reasons
Reasons for Changing a Registered Office Address
Registered companies can update their registered office address as needed, subject to compliance with regulatory requirements.
Below are common reasons why a company might choose to change its registered office address:
✅ Rapid Business Expansion
When the current office location or facilities can no longer accommodate the company’s growing operations.
✅ Contract Expiry
If the lease agreement for the existing office space is nearing completion and the company plans to relocate to a new premises.
✅ Exploring New Business Categories
A company may move its office to a location that offers better opportunities for business growth and profitability.
✅ Lease Agreement Termination
When the existing lease ends, and the company decides to lease a new space instead.
✅ Workforce Growth
A significant increase in the number of employees requiring more space and infrastructure.
✅ Business Acquisition
Changes in ownership or acquisition by a third party may necessitate relocating the registered office.
Documents Required
Documents Required for Changing Registered Office
Universal Documents (Required for All Changes)
- Board Resolution - Requirements for certification, number of copies, and age considerations.
- Utility Bill - Types that are acceptable, specific requirements for the company name and date.
- No Objection Certificate (NOC) - when it is necessary, what it should include, and recommendations for notarization.
- Rent Agreement or Lease Deed - Details about what the document should include and copies needed.
- Digital Signature Certificate (DSC) - Requirements for validity and information on costs.
Type-Specific Documents
- Type 1 changes (same city) - very little addition in requirements.
- Type 2, 3, and 4 changes - Special Resolution, Form MGT-14 proof, and Amended MOA requirements.
- Type 3 and 4 changes - Form INC-23 attachments consisting of list of creditors, affidavits, newspaper advertisements, and Regional Director approval order.
Special Scenarios
- Comprehensive listing requirements if several companies are at the same address
- Business parks, SEZ, co-working spaces - more documents required
- State-specific requirements - differences for Maharashtra, Karnataka, Tamil Nadu
Required Compliance
Compliance for Changing Registered Office Address
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When changing a registered office address within the same city, village, or town, a corporation must comply with the following requirements: A Board meeting must be held to approve the change in the registered office address. The company must submit Form INC-22 to the ROC within 15 days of the Board resolution.
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When shifting a registered office to another city or town but within the same ROC jurisdiction, these steps apply:
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When changing the registered office address across ROC jurisdictions within the same state: Conduct an EGM to approve the relocation and submit Form MGT-14 within 30 days. File Form INC-23 with the Regional Director to request approval for the change.
File Form INC-22 with the ROC within 60 days of receiving approval from the Regional Director. |
When shifting a registered office from one state to another: Conduct an EGM to approve changes in the Memorandum of Association (MOA) and registered office address. Submit Form MGT-14 to the ROC within 30 days and Form INC-23 to the Regional Director for approval.
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Post-Approval Compliance for Registered Office Changes
Once ROC approval is granted and the office is relocated, ensure the following:
- Notify all stakeholders via newspaper announcements.
- Update the office address on MOA, signage, official documents, and correspondence materials.
- Inform utility service providers, banks, and government agencies such as the Income Tax Department, Service Tax, and GST authorities about the updated address.
Locations
Registered Office Address Change in Other States and Cities
FAQs
LET'S CLEAR ALL THE DOUBTS!
The primary location of the business is the registered office, which will also be the sole beneficiary of all official communications.
Yes, a company’s registered office may be changed from one location to another within the same state or to another state. It is a legal process that may be finished online. Getting stuck with how to change a registered office address? Feel free to connect with our experts.
The application form will typically be processed in 2-4 working days.
It is not necessary but advisable that whenever a company updates its terms, it ensures that the AOA & MOA that result from the modification follow the format specified by the Companies Act of 2013 (the “2013 Act”).
Each business segment has a primary location of business that symbolizes the essence of the thing and serves as its base of operations. If a company has a head office, it is known as the registered office, and if a partnership or other type of business entity exists, it is known as the head office.
Yes, a company can shift its registered office not more than necessary, considering that every shift is made following the required legal procedures and given the right time. Unusual-to-cease-and-desist-coming changes, however, may draw the ROC's attention.
Proof which is acceptable includes:
- For owned premises: Property deed, registration certificate, or ownership title
- For rented premises: Lease agreement or rent deed signed by both parties (landlord and tenant), along with the landlord's NOC
- For premises owned by a director: Director's NOC confirming authorization
- Utility bill: Recent electricity, water, or telephone bill showing the address
If your GST registration is affected by the address change (mainly if the principal place of business is shifted), you are required to submit Form REG-14 on the GST portal within 15 days. After that, the GST officer will verify and approve the change, usually in 15 days. Your GST records will then reflect the updated address. Be aware that your GSTIN remains the same; it is just the registered address that gets updated.
Not at all. Shareholder approval (Special Resolution) is necessary only in respect of:
- Changes of Type 2 (a different city, the same ROC)
- Changes of Type 3 (a different ROC, the same state)
- Changes of Type 4 (interstate)
Type 1 changes (same city) will require only a Board Resolution.
Each business segment has a primary location of business that symbolizes the essence of the thing and serves as its base of operations. If a company has a head office, it is known as the registered office, and if a partnership or other type of business entity exists, it is known as the head office.
