A registered office is the official address of a company recorded with the Registrar of Companies (ROC). Every notice, legal summons, tax communication and shareholder correspondence is sent to this address, and it is the address that appears on the Ministry of Corporate Affairs (MCA) master data whenever anyone searches the company's CIN.
Under Section 12 of the Companies Act, 2013, a company must have a registered office capable of receiving and acknowledging communications from the fifteenth day of incorporation onward. If the registered office was not declared at the time of incorporation through SPICe+ Part B, the company must file Form INC-22 within 30 days of incorporation to confirm it.
Changing this address, whether you are moving two streets over or shifting the company to another state, is not a simple update. It is a statutory filing governed by specific rules, and getting the sequence wrong (filing INC-22 before the resolution is passed, or missing the special resolution requirement for an out-of-city move) is one of the most common reasons ROC filings get sent back for resubmission.
This guide walks through the full process for shifting a company's registered office address in 2026, including the exact forms, documents, fees and timelines involved.
Businesses change their registered office address for reasons that are almost always practical rather than symbolic:
Whatever the reason, the company's letterhead, invoices, bank records, GST registration and statutory registers all eventually need to reflect the new address, so the ROC filing is only the first step of a longer update chain (more on that in the post-change compliance checklist).
The Companies Act, 2013 splits a change of registered office into four categories, each with a different approval requirement. This is the single most important thing to get right before you start, because it decides whether a board resolution is enough or whether you need a special resolution and Regional Director approval.
A quick way to think about it: moving within the same municipal limits is a board-level decision. Moving out of that city, or out of the state, always needs shareholder approval through a special resolution, and an interstate move additionally needs the Regional Director's sign-off before the new address becomes effective.
The process for changing a registered office of company sits under two connected provisions:
All event-based company forms, including INC-22, MGT-14, INC-23 and INC-28, are now filed exclusively through the MCA V3 portal, since the V2 portal was retired for company filings in mid-2025. If your compliance team or CA is still referencing V2 screenshots or old form layouts, ask them to confirm they are working on V3, because the attachment requirements changed with the migration (photographs of the premises are now mandatory in most cases, which was not the case on V2).
The exact document list depends on whether the office is owned or rented, and whether the shift is local or interstate. At minimum, keep these ready before you approach a professional:
For change within local limits (same city/town/village):
Additional documents for a move outside local limits or to another ROC:
Additional documents for an interstate shift:
Keep scanned copies clear and current. A utility bill even a week past the two-month cutoff, or an NOC that is unsigned or undated, is one of the most common reasons a filing gets flagged for resubmission on MCA V3.
Step 1: Decide the Type of Change — Confirm which of the four categories from the table above applies. This determines every step that follows.
Step 2: Hold a Board Meeting — Convene a board meeting and pass a resolution approving the change of registered office. For a local shift, this resolution alone is enough to proceed to filing. For any other category, the board resolution is the first step toward calling a general meeting.
Step 3: Call a General Meeting (if required) — For a shift outside local limits, to another ROC, or to another state, issue notice of an Extraordinary General Meeting (EGM) or include the item in the next Annual General Meeting (AGM), and get shareholders to pass a special resolution with the required majority.
Step 4: File Form MGT-14 — Within 30 days of passing the special resolution, file Form MGT-14 with the ROC, attaching the resolution and explanatory statement. This step is skipped for a purely local, board-approved change.
Step 5: Apply to the Regional Director (interstate shifts only) — File Form INC-23 with the Regional Director, along with the creditor list, the no-retrenchment declaration and proof that the company has advertised the proposed change and individually notified creditors and debenture holders. The Regional Director issues a confirmation order, typically after considering any objections raised.
Step 6: File Form INC-22 — File Form INC-22 with the jurisdictional ROC, attaching proof of the new address, the NOC, the utility bill and, for interstate moves, the Regional Director's confirmation order. This is the filing that actually updates the company's registered office on the MCA master data.
Step 7: Update Statutory Registers and Letterhead — Once the SRN is approved and the master data reflects the new address, update the company's registers, letterheads, invoices, rubber stamp and any board or notice templates.
Step 8: Intimate Other Authorities — Notify the GST department, Income Tax department, bankers, EPFO/ESIC (if applicable), and any regulatory body the company is registered with, of the new address. Several of these updates carry their own separate deadlines, so don't treat the ROC filing as the finish line.
Form INC-22 is processed in STP (Straight Through Processing) mode on MCA V3 for most local changes, meaning it is approved automatically once the attachments pass system validation, without manual ROC review. Interstate changes and cases flagged for scrutiny go through manual examination and can take longer.
The government filing fee for Form INC-22 is not a flat number. It is calculated automatically by the MCA V3 portal based on the company's authorised share capital, in line with the Companies (Registration Offices and Fees) Rules, 2014.
Additional charges apply for:
On top of the government fee, expect professional charges for drafting the resolution, preparing the documents and handling the filing, which vary based on the type of change and whether it involves Regional Director approval.
A note on timing: the Companies Compliance Facilitation Scheme 2026 (CCFS-2026) offered a one-time window, from April 15 to July 15, 2026, to regularise pending event-based filings by paying the normal fee plus only 10% of the accumulated late fee. That window has now closed. If your company has a pending INC-22 filing from before this date, check with a professional whether any transitional relief still applies, since standard late fees now apply in full.
A same-city move is genuinely fast if the documents are in order. An interstate shift is the slowest category by a wide margin, mainly because of the mandatory creditor notice period and Regional Director review, so plan business decisions (like signing a new lease in another state) around that longer runway.
If your entity is a Limited Liability Partnership rather than a company, the process differs slightly. LLPs file Form 15 (Notice for change of place of registered office) with the ROC instead of INC-22, and a shift outside the original state requires additional consent from partners and, in some cases, publication in a newspaper. The core documents (NOC, utility bill, address proof) are largely the same. If this applies to you, ask our team for the LLP-specific checklist rather than following the company procedure above.
Filing INC-22 is not the end of the job. Once the ROC approves the change, update the new address across:
Missing even one of these can create a mismatch between what different departments have on file, which tends to surface later as a notice or a rejected filing somewhere else.
LegalDev is a compliance and legal services firm working with founders and growing companies across India on incorporation, ROC filings and ongoing statutory compliance.
Ready to shift your company's registered office without the back-and-forth of a rejected filing? Get your board resolution and INC-22 filing handled end-to-end.
It is the official address recorded with the Registrar of Companies where all legal notices, government communication and statutory correspondence are sent. It appears on the MCA master data against the company's CIN.
Pass a board resolution (for a local move) or a special resolution (for a move outside local limits or to another state), then file Form INC-22 with the ROC along with proof of the new address within the applicable deadline.
Form INC-22 is the notice filed with the ROC to confirm the registered office address, either at incorporation or whenever the address changes.
Only if the new address is within the same city, town or village. Any move outside those local limits needs a special resolution passed by shareholders.
Fifteen days from the board resolution for a local change, thirty days from the special resolution for a change outside local limits, and sixty days from the Regional Director's confirmation order for an interstate change.
A board or special resolution, proof of the new address (lease deed, conveyance deed or rent agreement), an NOC from the owner, a utility bill not older than two months, and a photograph of the premises.
Yes. A director's or partner's residence can serve as the registered office as long as it can receive and acknowledge official communication and the correct ownership or NOC documents are provided.
It ranges from about ₹200 to ₹600 depending on the company's authorised share capital, calculated automatically by the MCA V3 portal.
The company remains liable for a penalty of ₹100 per day under Section 403 with no cap, and the ROC's records will not match the company's actual location, which can affect notices, inspections and other filings.
No. Only changes outside the local limits of the city, town or village, to a different ROC jurisdiction, or to another state require a special resolution.
INC-22 notifies the ROC of the new registered office address itself. MGT-14 records the special resolution that authorised the change, and is filed only when a special resolution was required.
Typically three to seven working days if the documents are ready and the board resolution is passed without delay.
Generally two to four months, mainly due to the Regional Director approval process and the mandatory creditor notice period.
It is the application filed with the Regional Director seeking approval for shifting the registered office from one state to another.
Only if the move shifts the company from the jurisdiction of one ROC to another within that state. A move within the same ROC jurisdiction, even outside local limits, does not need Regional Director approval, but it does need a special resolution.
Yes, a company can have a separate correspondence address as long as the registered office itself is capable of receiving official communication.
A conveyance deed, lease deed or rent agreement, along with a recent utility bill (electricity, gas, water or landline) in the owner's or landlord's name, not older than two months.
A director of the company, with the form digitally certified by a practicing Chartered Accountant, Company Secretary or Cost Accountant.
No, DSC of the signing director and the certifying professional is mandatory for filing on the MCA V3 portal.
₹100 per day from the day after the deadline, with no maximum cap, calculated until the date of actual filing.
Only for an interstate shift. Creditors and debenture holders must be individually notified and given a chance to raise objections before the Regional Director confirms the change.
The MOA states the state in which the company's registered office is situated. An interstate shift requires altering this clause, which is why Section 13 (alteration of MOA) applies alongside Section 12.
There's no legal cap on frequency, but each change follows the same full procedure, so frequent shifts mean repeated filings, fees and compliance work.
GST registration is separate from the MCA filing. You need to file a core field amendment on the GST portal to update the principal place of business, within the prescribed time limit after the change.
Yes, under the current MCA V3 requirements, a photograph of the registered office premises is required in most filings.
Yes, provided the virtual office provider furnishes a valid NOC, lease agreement and utility bill, and the address can genuinely receive and acknowledge correspondence.
LLPs file Form 15 with the ROC instead of Form INC-22, along with partner consent and address proof; the process is separate from the company procedure described in this guide.
No. The CIN and PAN remain the same. Only the registered address linked to them is updated in the respective databases.
It's used to notify the ROC of certain orders passed by a court, tribunal or Regional Director, and may be required to place the Regional Director's confirmation order for an interstate shift on the company's official record.
If the address wasn't finalised at the time of SPICe+ filing, the company must file Form INC-22 separately within 30 days of incorporation to confirm its registered office.
The Regional Director, after reviewing the application in Form INC-23 and confirming that no valid objections from creditors or other stakeholders remain unresolved.
Straight Through Processing means the form is approved automatically by the system once the attachments and details pass validation, without manual ROC review, which applies to most local address changes.
Yes. The ROC typically allows 15 to 30 days to correct the flagged issues and resubmit under the same SRN before the filing has to be redone from scratch with fresh fees.
Only for an interstate shift, where the company must publish notice of the proposed change and individually notify creditors and debenture holders as part of the Regional Director approval process.
It was a one-time window from April 15 to July 15, 2026, allowing companies to regularise pending event-based filings, including registered office changes, by paying the normal fee plus a reduced 10% of accumulated late fees. The scheme has since closed.
Changing a company's registered office is a routine compliance task once you know which category of change applies and file the right form within the right window. A same-city move can be wrapped up inside a week with a board resolution and Form INC-22. An interstate move takes longer and involves the Regional Director, creditor notices and an MOA amendment, so it needs to be planned well ahead of any lease commitment in the new state.
If you'd rather not track the resolution, the document list and the MCA V3 filing yourself, get in touch with LegalDev and our compliance team will handle the filing from the board resolution through to the approved INC-22, and help you update GST, bank and other records afterward.