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Change in Registered Office: All 4 Scenarios and MCA Forms in 2026

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Type 1: Within Same City: Board Resolution + INC-22 only. Simplest process. STP (auto-approved) on MCA V3 portal. 3-7 working days.

Type 2: Same State, Outside City Limits (Same ROC): Special Resolution at EGM + MGT-14 + INC-22. Shareholder approval required under Section 12(5). 7-15 working days.

Type 3: Same State, Different ROC Jurisdiction: Special Resolution + MGT-14 + INC-23 (Regional Director) + INC-28 + INC-22. Newspaper notice mandatory. 30-45 working days.

Type 4: Inter-State (Most Complex): Special Resolution + MOA alteration + INC-23 (RD/Central Govt) + INC-28 (both ROCs) + INC-22. Fresh COI issued. 60-90 days.

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Change in Registered Office - Complete Guide 2026

📌 TL;DR - Registered Office Change Services at a Glance

Changing the registered office of your company must be notified to the ROC within 30 days using Form INC-22 on MCA V3 portal. The procedure depends on whether the shift is within the same city, same state (same or different ROC), or inter-state. Penalty: INR 1,000 per day of default. Patron Accounting starting at INR 2,999 (Exl GST and Govt. Charges).

The procedure, approvals required, and forms to be filed depend on the nature of the shift. Our CA and CS team handles all four types - from drafting resolutions to filing INC-22, MGT-14, INC-23, and INC-28 with the ROC and Regional Director.

Scenario	Approval	Forms	Timeline
Type 1: Within same city	Board Resolution only	INC-22	3-7 days
Type 2: Same state, outside city (same ROC)	Board + Special Resolution (EGM)	MGT-14 + INC-22	7-15 days
Type 3: Same state, different ROC	Board + Special Resolution + Regional Director	MGT-14 + INC-23 + INC-28 + INC-22	30-45 days
Type 4: Inter-state	Board + Special Resolution + MOA alteration + RD/Central Govt	MGT-14 + INC-23 + INC-28 (both ROCs) + INC-22	60-90 days

Registered office change kaise karein? Sabse pehle yeh samajhna zaroori hai ki aapka shift kin city limits mein hai. Type 1 (same city) mein sirf Board Resolution aur INC-22 chahiye. Type 4 (inter-state) mein MOA alteration, Regional Director approval, aur dono states ke ROC mein filing karni padti hai. Patron Accounting har type handle karta hai.

Content is reviewed quarterly for accuracy.

What is a Registered Office Under the Companies Act, 2013?

Under Section 12(1) of the Companies Act, 2013, every company must have a registered office within thirty days of incorporation - and at all times thereafter - capable of receiving and acknowledging all communications and notices. The registered office serves as the company's official address for all legal, regulatory, and government correspondence.

The registered office also determines the company's domicile - the state and ROC jurisdiction. Any change shifting the company from one state to another requires alteration of the MOA (Clause II - State Clause) in addition to ROC filings. Section 12(3) requires the company name, CIN, contact details, and GST number to be displayed at every office and place of business.

Key Terms for Registered Office Change:

Registered Office: Company's official address under Section 12(1) for all legal, regulatory, and government correspondence. Recorded in MOA and ROC records.

Form INC-22: Notice of Situation or Change of Address of Registered Office - filed with ROC within 30/60 days. Required for all 4 scenario types.

Form INC-23: Application to Regional Director for approval of shift to different ROC jurisdiction or different state.

Form INC-28: Filing of Regional Director or Central Government order with ROC within 30 days of the order.

Special Resolution: 75% shareholder majority at EGM - required for shifts outside local city limits (Types 2, 3, 4).

MOA Clause II (State Clause): Must be altered when shifting registered office to a different state (Type 4 only).

Section 12 4 Scenario Types

Four Types of Registered Office Change

The Companies Act, 2013 prescribes different procedures based on the nature of the shift:

Type 1 - Within same city / local limits: Board Resolution + INC-22 only. Simplest process. STP auto-approved. 3-7 days.
Type 2 - Outside city limits, same state and same ROC: Special Resolution at EGM + MGT-14 + INC-22. 7-15 days.
Type 3 - Same state, different ROC jurisdiction: Special Resolution + MGT-14 + INC-23 (Regional Director) + INC-28 + INC-22. Newspaper notice mandatory. 30-45 days. Example: Pune to Mumbai in Maharashtra (2 different ROCs).
Type 4 - Inter-state (most complex): Special Resolution + MOA alteration (Clause II) + INC-23 (RD/Central Govt) + INC-28 (both ROCs) + INC-22. Fresh COI issued. 60-90 days.

Identifying the correct type is critical. Wrong scenario = wrong forms = rejection and delay. Our CS team determines your scenario type instantly as the first step.

Our Registered Office Change Services

Service	What We Do
Scenario Identification	Determine correct type (1-4) based on current and new address, ROC jurisdiction, and state
Board and EGM Resolution Drafting	ROC-compliant board resolution and special resolution (with explanatory statement under Section 102)
Address Proof Documentation	Complete documentation - lease/rent agreement, utility bill (not older than 2 months), NOC from owner
MGT-14 Filing	Special Resolution filing with ROC within 30 days (Types 2, 3, 4)
INC-23 Regional Director Proceedings	Application to RD with newspaper notice, creditor intimation, Chief Secretary intimation (Types 3, 4)
INC-28 and INC-22 Filing	RD order filing + new address notification to ROC within statutory deadlines
Post-Approval Address Updates	GST amendment, PAN/TAN update, bank KYC, EPFO/ESIC, trademark registry, and other regulatory updates

Our Process

Step-by-Step Procedure for Registered Office Change

The steps below cover the complete procedure. Not all steps apply to every type - Type 1 requires only Steps 1-2 and Step 8.

Step 1

Identify Your Scenario Type (1-4)

Determine if the shift is within the same city, same state but outside city, same state different ROC, or inter-state. This determines which forms, approvals, and timelines apply. Wrong scenario = wrong forms = rejection.

Scenario type confirmed Correct forms identified

Type Set01

Step 2

Convene Board Meeting (7-Day Notice)

Pass Board Resolution approving the change of registered office and authorising the signatory for MCA filing. For Types 2-4, also authorise EGM notice.

Board Resolution passed Signatory authorised

Board Done02

Step 3

Pass Special Resolution at EGM (Types 2-4)

Issue EGM notice with 21 clear days' notice. Pass Special Resolution (75% majority) approving the shift. For Type 4, also approve MOA Clause II alteration.

Special Resolution passed 75% majority

EGM Done03

Step 4

File MGT-14 Within 30 Days (Types 2-4)

File Form MGT-14 (Special Resolution) with ROC within 30 days. Attach EGM notice, certified Special Resolution, and attendance sheet.

MGT-14 filed Within 30 days

MGT-14 Done04

Step 5

Publish Newspaper Notice (Types 3-4)

At least 1 month before INC-23 filing: publish notice in English AND local language newspaper. Serve individual notice to creditors, debenture holders, depositors (21-day objection period).

Newspaper notice published Creditors intimated

Published05

Step 6

File INC-23 with Regional Director (Types 3-4)

File application with all supporting documents - board resolution, special resolution, KMP declaration, newspaper proof, creditor list, Chief Secretary intimation. RD order typically within 15-60 days.

INC-23 filed RD order awaited

INC-23 Filed06

Step 7

File INC-28 Within 30 Days (Types 3-4)

File certified copy of RD order with ROC in Form INC-28 within 30 days. For inter-state (Type 4), file with BOTH existing and new state ROC.

INC-28 filed Both ROCs (Type 4)

Order Filed07

Step 8

File Form INC-22 Within 30/60 Days

File INC-22 (Notice of Change of Address) with ROC. Within 30 days for Types 1-2; within 60 days of RD order for Types 3-4. Attach address proof documents (lease, utility bill not older than 2 months, NOC).

INC-22 filed MCA records updated

Complete08

Documents Required for Registered Office Change

Common to All 4 Types:

Board Resolution (certified copy)
Proof of title / Lease / Rent agreement of new premises (in company's name)
Utility bill not older than 2 months (electricity, gas, water, or property tax)
NOC from owner/occupant of new premises (if not owned by company)
DSC of authorised signatory

Additional for Types 2, 3, 4:

EGM Notice with Explanatory Statement (Section 102)
Special Resolution (certified true copy) + MGT-14

Additional for Types 3 and 4:

Newspaper publication notice (English + local language)
Individual notice to creditors / debenture holders / depositors
KMP declaration of no default in employee dues
Intimation to Chief Secretary of existing state
Certified copy of Regional Director's approval order (INC-28)

Type 4 only: Altered MOA (Clause II - State changed)

Common Mistakes and Penalties - How We Prevent Them

Challenge	Impact	How Patron Accounting Solves It
Misidentifying Scenario Type	Type 1 process used when shift is actually outside city limits (requires Special Resolution)	Our CS team verifies exact ROC jurisdiction boundaries before any filing. Scenario identification is our first deliverable.
Utility Bill Older Than 2 Months	Most common INC-22 rejection reason on MCA V3	We verify document freshness before filing. Utility bill must be current - not older than 2 months from filing date.
INC-22 Filed After 30-Day Deadline	INR 1,000 per day penalty under Section 12(8)	Deadline monitoring from Day 1 of board resolution. We file INC-22 within 7 days of resolution in Type 1 cases.
Newspaper Notice Not Published 1 Month Before INC-23	INC-23 rejected; entire timeline resets	We plan newspaper publication on Day 1 and track the mandatory 1-month lead time before INC-23 filing.

Professional Fees for Registered Office Change

Fee Component	Amount
Patron Accounting Professional Fees - Type 1 (Within Same City: Board Resolution + INC-22)	Starting from INR 2,999 (Exl GST and Govt. Charges)
Type 2 (Same State, Outside City: EGM + MGT-14 + INC-22)	Starting at INR 4,999
Type 3 (Different ROC Same State: INC-23 + INC-28 + INC-22)	Starting at INR 9,999
Type 4 (Inter-State: MOA + INC-23 + INC-28 + INC-22)	Starting at INR 14,999
Post-Approval Address Updates (GST, PAN, Bank KYC)	Starting at INR 2,999
Government Filing Fees (INC-22, MGT-14, INC-23, INC-28)	At actuals - MCA fee based on authorised capital

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Get a free Registered Office Change consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Timeline for Registered Office Change

Stage	Estimated Timeline
Type 1 (Within Same City): Board Resolution + INC-22	3-7 working days
Type 2 (Same State, Outside City): EGM + MGT-14 + INC-22	7-15 working days
Type 3 (Different ROC): All filings + RD approval	30-45 working days
Type 4 (Inter-State): All filings + RD/CG + fresh COI	60-90 days
INC-22 filing deadline (Types 1-2)	Within 30 days of board resolution
INC-22 filing deadline (Types 3-4)	Within 60 days of RD order
MGT-14 filing deadline (Types 2-4)	Within 30 days of Special Resolution

Critical: For Types 3 and 4, the newspaper notice must be published at least 1 month BEFORE filing INC-23 with the Regional Director. This is a mandatory lead time that must be planned from the start. Our CS team coordinates this on Day 1.

Key Benefits

Why Choose Patron Accounting for Registered Office Change

Instant Scenario Identification

Wrong scenario = wrong forms = rejection and delay. We determine your type (1-4) instantly based on exact ROC jurisdiction boundaries.

Complete Address Proof Preparation

Missing or old utility bills cause INC-22 rejection. We verify document freshness and completeness before every filing.

Regional Director Proceedings

INC-23 filings require meticulous documentation - newspaper notices, creditor intimation, Chief Secretary communication. We handle it all.

Deadline Monitoring

30-day filing windows are strict. Penalties start on Day 31 at INR 1,000/day. We file all forms well within statutory deadlines.

Post-Approval Update Support

Comprehensive handholding beyond MCA filing - GST amendment, PAN/TAN update, bank KYC, EPFO/ESIC, trademark registry updates.

Pan-India Coverage

500+ office changes filed. All 4 types handled. Offices in Pune, Mumbai, Delhi, Gurugram. Inter-state shifts managed across all states.

500+ Office Changes Filed - All 4 Scenario Types

Our CA and CS team has assisted hundreds of companies - from simple intra-city updates to complex inter-state shifts requiring Regional Director proceedings, MOA alteration, and filing with both state ROCs.

Company vs LLP Registered Office Change

Parameter	Company (Pvt Ltd / Public)	LLP
Governing Law	Section 12, Companies Act 2013	Section 13, LLP Act 2008
Within Same City	Board Resolution + INC-22	Partners Resolution + Form LLP-15
Different City/State	Special Resolution + MGT-14 + INC-22 (+ INC-23 if applicable)	Partners Resolution + LLP Agreement amendment + LLP-15
Inter-State	Special Resolution + MOA alteration + INC-23 + INC-28 + INC-22	LLP Agreement amendment + LLP-5 filing
Fresh Certificate	Yes - for inter-state shifts	Updated LLP certificate issued
Newspaper Notice	Required for Types 3 and 4	Not required

Related Secretarial Services

Change in Name of Company - when rebranding alongside office shift
Change in Object Clause - if business activity changes accompany relocation
Change in Authorised Capital - common during growth-phase relocations
Private Limited Company Compliance - ACTIVE COMPLIANT status is prerequisite for all ROC filings
GST Registration - mandatory GST address amendment after INC-22 approval

Legal Framework for Registered Office Change

Legal Provision	Details
Section 12, Companies Act 2013	Every company must have registered office at all times. Change notified via INC-22 within 30 days. Penalty INR 1,000/day for default. Source: MCA Portal
Section 13, Companies Act 2013	Alteration of MOA - required for inter-state shifts (Clause II - State Clause).
Rules 27-31, Companies (Incorporation) Rules 2014	Prescribe procedure for INC-22 (Rule 27), INC-23 (Rule 28-30), and INC-28 filing requirements.
Section 12(8) - Penalty	INR 1,000 per day of default for not filing INC-22 within deadline. Both company and officers liable.
Section 454 - Repeated Default	Non-payment of adjudicated penalty: INR 25,000 to INR 5,00,000 on company; officer: imprisonment up to 6 months or fine.
Section 248 - Strike Off	ROC can initiate strike-off if company persistently fails to maintain registered office or respond to communications.

Frequently Asked Questions - Change in Registered Office

Get answers to common questions about changing your company registered office, INC-22 filing, inter-state shifts, and penalties.

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What is the deadline to file Form INC-22 after changing the registered office?

Form INC-22 must be filed with the ROC within 30 days of the board resolution (for Type 1 and 2 changes) or within 60 days of the Regional Director's confirmation order (for Type 3 and 4 changes). Late filing attracts a penalty of INR 1,000 per day of default under Section 12(8) of the Companies Act, 2013.

Is shareholder approval needed for every registered office change?

No. Only if the registered office is being shifted outside the local limits of the current city - to a new city in the same state or to another state - is shareholder approval (Special Resolution at EGM with 75% majority) required. For a shift within the same city's local municipal limits, only a Board Resolution is needed.

What documents are mandatory with Form INC-22?

Form INC-22 requires: proof of registered office address (title document, notarised lease/rent agreement in company's name with latest rent receipt, OR authorization from owner with proof of ownership), and a utility bill not older than 2 months (electricity, gas, water, or property tax). Altered MOA additionally required for inter-state shifts.

How long does an inter-state registered office change take?

An inter-state change (Type 4) typically takes 60 to 90 days from the board meeting to obtaining the fresh Certificate of Incorporation from the new state's ROC. Key time drivers: 21-day EGM notice period, 1-month newspaper notice wait before INC-23, and Regional Director's 60-day processing window.

Does changing the registered office to a different state affect the CIN?

Yes. The CIN (Corporate Identity Number) encodes the state of registration. When a company shifts to another state and the ROC jurisdiction changes, a new CIN is issued reflecting the new state code. For shifts within the same state, the CIN does not change.

Is newspaper notice required for every registered office change?

No. Newspaper notice is required only for Type 3 (different ROC within same state) and Type 4 (inter-state) changes. For Type 1 (within city) and Type 2 (outside city, same ROC), no newspaper publication is required. Notice must be in English and local language, at least 1 month before INC-23.

Can a company use a virtual office or co-working space as its registered office?

Yes. A virtual office or co-working space can be the registered office provided the company can receive official communications there and has the required address proof - a valid rent or service agreement in the company's name and a utility bill not older than 2 months.

What happens if I fail to notify the ROC about a registered office change?

Failure to file INC-22 within the prescribed deadline attracts a penalty of INR 1,000 per day of default on the company and every officer in default. Prolonged non-compliance can also lead to the ROC initiating strike-off under Section 248 of the Companies Act, 2013.

Quick Answers

INC-22 deadline: Within 30 days of board resolution (Types 1-2) or 60 days of RD order (Types 3-4). Penalty: INR 1,000/day.

When is Special Resolution needed? For any shift outside local city limits (Types 2, 3, 4). Not needed for Type 1 (within same city).

When is newspaper notice needed? Only for Types 3 (different ROC same state) and 4 (inter-state). Published 1 month before INC-23.

Does CIN change? Only for inter-state shifts (Type 4). Fresh COI issued with new state code in CIN.

Can virtual office be registered office? Yes - with valid rent/service agreement and utility bill not older than 2 months.

30-Day Filing Window is Strict - Penalties Start on Day 31

Form INC-22 must be filed within 30 days of the board resolution (Types 1-2) or 60 days of the RD order (Types 3-4). There is no grace period.

Penalty: INR 1,000 per day of default on company AND every officer in default (Section 12(8))
Utility bill must be current: Not older than 2 months from filing date - most common rejection reason
Newspaper notice lead time: Must be published at least 1 month before INC-23 filing (Types 3-4)
Strike-off risk: Persistent failure to maintain registered office can trigger ROC-initiated strike-off under Section 248

Change Your Registered Office - Starting at INR 2,999

Change in registered office is one of the most frequently required secretarial services - triggered by lease expiry, expansion, cost optimisation, or inter-state relocation. The procedure varies significantly: simple intra-city change requires only board resolution and INC-22, while inter-state shift involves EGM, MOA alteration, Regional Director proceedings, and filing with both state ROCs.

Patron Accounting's CA and CS team handles all four types end-to-end - from scenario identification and resolution drafting to newspaper notices, INC-23 with Regional Director, and post-approval GST and PAN updates.

Starting at INR 2,999 (Exl GST and Govt. Charges) | 500+ Office Changes | All 4 Types | Free Consultation

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Registered Office Change Services - Available in Your City

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Content Created: March 2026 | Last Updated: 20 April 2026 | Next Review: January 2027 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page covers Change in Registered Office under Section 12 and 13, Companies Act 2013. Rules 27-31, Companies (Incorporation) Rules 2014. Content reviewed annually.