The procedure for changing a company’s registered office differs based on the nature and extent of the move. These scenarios include:

Within the same city, town, or village (local limits).

From one city to another within the same ROC jurisdiction.

From one ROC’s jurisdiction to another, within the same state.

From one state to another.

Each of these situations has distinct compliance obligations and procedural requirements, as detailed below.

Change of Registered Office Within the Local Limits of the Same City, Town, or Village

This is the simplest form of registered office change. The company needs to:

Convene a Board Meeting to: 

Approve a resolution for shifting the registered office within local limits.

Authorize personnel to handle filings and procedural compliance.

File Form INC-22 with the ROC within 15 days of passing the resolution, enclosing:

A certified copy of the Board Resolution.

Proof of the new address (such as rent agreement or ownership documents).

A recent utility bill (not older than two months) to validate the address.

Update all company records (letterheads, signage, websites, etc.) to reflect the new address post-approval.

Change of Registered Office From One City to Another Within the Same ROC Jurisdiction

This type of change requires a more elaborate process:

Hold a Board Meeting to:

Pass a resolution to move the registered office outside local limits.

Approve the notice for convening a General Meeting of shareholders.

Authorize dispatch of the notice to all relevant stakeholders.

Send out the General Meeting notice to all shareholders, directors, and auditors.

Conduct the General Meeting to pass a Special Resolution approving the office relocation.

File Form MGT-14 with the ROC within 15 days of passing the resolution.

Then file Form INC-22 with:

Copies of the Board and Special Resolutions.

Proof of the new address.

Utility bill (not older than two months).

Lease or ownership documentation, as applicable.

Once approved, update all statutory documents and communication material.

Change of Registered Office from One ROC Jurisdiction to Another Within the Same State

This procedure is even more detailed due to the change in ROC jurisdiction:

Convene a Board Meeting to:

Approve shifting the office between ROC jurisdictions.

Approve notice for a General Meeting.

Authorize officials to manage the filing process.

Dispatch the notice of the General Meeting to all stakeholders.

Conduct the General Meeting and pass a Special Resolution.

File MGT-14 with the ROC within 30 days of passing the Special Resolution.

Create a list of creditors and debenture holders and obtain their consent where required.

Intimate the Chief Secretary of the state about the planned relocation.

Submit Form INC-23 to the Regional Director along with:

Board and Special Resolutions.

Meeting minutes.

Declaration from directors/KMPs regarding non-default on employee dues.

No objection certificate from creditors.

Copy of intimation to the Chief Secretary.

Await the Regional Director’s order, expected within 15 days.

File the order using Form INC-28 within 30 days of receipt.

Submit final Form INC-22 within 60 days of the RD’s order, enclosing:

Address proofs.

Utility bill.

Lease/rental deed if the property is not owned.

The RD’s approval order.

Update address in all company records and government databases.

Change of Registered Office From One State to Another

This is the most complex change, involving alterations to the company’s MOA and extensive procedural steps:

Hold a Board Meeting to:

Pass a resolution for interstate registered office relocation.

Approve altering the MOA.

Authorize filing Form INC-23 with the Regional Director.

Appoint a representative for RD hearings.

Approve General Meeting notice.

Dispatch General Meeting notices to directors, shareholders, and auditors.

Conduct the General Meeting to pass Special Resolutions for address change and MOA alteration.

Finalize lists of secured and unsecured creditors and debenture holders (within one month of application).

Send individual notices to all creditors and debenture holders requesting no objections at least 14 days before the hearing.

Publish advertisements (as per Form INC-26) in English and regional newspapers 14 days prior to the hearing.

Notify regulatory authorities, ROC, and the Chief Secretary of the state about the intended relocation.

Submit Form INC-23 to the Regional Director, enclosing:

Altered MOA.

General Meeting minutes.

Board and Special Resolutions.

Affidavits.

Creditors list and no objection certificates.

Newspaper advertisements.

Await RD approval. If no objections are received within 15 days, an order is issued without a hearing; otherwise, the RD will conduct a hearing and respond within 60 days.

File Form MGT-14 within 30 days of passing the resolutions.

File Form GNL-1 with the ROC along with Form INC-23.

File the RD’s order in Form INC-28 within 30 days of receipt.

File Form INC-22 within 15 days of receiving the order, attaching proof of new address and RD approval.

Notify government and local authorities of the address change.

Update the new registered office address across all company documentation.