Registered Office Change Procedure for a Company in India

A company may need to change its registered office for many reasons — shifting to a new premises, moving to a different city for business operations, or relocating to another state for tax or commercial reasons. The procedure and the forms involved vary depending on the distance of the shift. This guide explains all three scenarios.

Scenario 1 — Change Within the Same City/Town/Village

If the new address is in the same city, town or village as the current registered office, the process is the simplest. Pass a Board Resolution authorising the change and file Form INC-22 on the MCA portal within 30 days of the change, along with proof of the new address (utility bill and NOC from owner).

Scenario 2 — Change to a Different City Within the Same State

If you are moving to a different city within the same state (e.g., from Calicut to Trivandrum), the process involves:

• Pass a Special Resolution at a General Meeting (75% shareholder approval)
• File Form MGT-14 with the ROC within 30 days of the resolution
• File Form INC-22 with the new address proof
• Update all official documents, letterheads and GST registration with the new address

This also requires amending the Memorandum of Association to update the registered office clause.

Scenario 3 — Change to a Different State

This is the most complex scenario as it involves shifting jurisdiction from one ROC to another. The process requires:

• Pass a Special Resolution at a General Meeting
• Publish a notice of the proposed shift in a newspaper (one English daily and one vernacular daily at the registered office location)
• Obtain "No Objection" from all secured creditors
• File Form INC-23 with the Regional Director (RD) seeking approval for the state change
• After RD approval, file Form INC-28 (for court/tribunal orders) and INC-22 with the new ROC
• Amend the MOA to reflect the new state

The Regional Director has 30 days to process the application. The entire process typically takes 60 to 90 days.

GST Implication of Registered Office Change

A change in registered office address requires updating the GST registration. If the shift is to a different state, you must cancel the existing GSTIN and apply for a new one in the new state. Update the address in all vendor and customer records promptly to avoid invoice mismatches.

Conclusion

Changing a company's registered office involves specific resolutions, MCA filings and ancillary updates. SPOTON handles all corporate secretarial changes including registered office shifts, ensuring full compliance with the Companies Act. Contact us today for prompt and accurate filings.