Change of Company Registered Office
Section 12 Companies Act 2013 | Local, Intra-State & Inter-State Shifting | Form INC-22 & RD Approval
Seamlessly relocate your company's registered office address with complete statutory compliance managed by Practicing Company Secretaries (PCS) and corporate lawyers. Whether moving within the same city, between different ROCs in the same state, or across different states, we handle all board approvals, shareholder meetings, newspaper notices, and MCA filings.
Under Section 12 of the Companies Act 2013 and Companies (Incorporation) Rules 2014, any change in a company's registered office requires formal approval from the Board of Directors, and in certain cases, shareholders (Special Resolution) and the Regional Director (RD). Non-filing within 30 days triggers heavy daily penalties.
- Covers Local, Intra-State (different ROC), and Inter-State shifts
- Drafting Board Resolutions, EGM Notices, and Special Resolutions
- Newspaper publication management (Vernacular & English) for RD approvals
- Fast-track MCA V3 e-filing (Form INC-22, MGT-14, INC-23) with zero defects
Why Choose Change of Company Registered Office?
Operating from an unregistered address or failing to notify the Registrar of Companies (ROC) within 30 days attracts statutory penalties of ₹1,000 per day (up to ₹1 Lakh) on the company and every defaulting officer. Our CS team supports resolutions, notices and ROC filings for registered-office changes.
100% Statutory Section 12 Compliance
Ensure full compliance with MCA statutory rules, preventing ROC scrutiny notices and disqualification liabilities.
Fast-Track MCA V3 Approval
Get your new address reflected on the MCA Master Data portal swiftly with pre-scrutinized PCS certification.
Expert Regional Director (RD) Representation
Seamlessly navigate complex inter-state office shifts requiring RD approval, public notices, and hearing appearances.
Turnkey Newspaper Ad Coordination
We handle mandatory public notices in English and regional daily newspapers per MCA rules.
Comprehensive Document Preparation
Complete drafting of Board Resolutions, EGM Notices, altered MOA Clause II, and Landlord NOCs.
Post-Approval Registration Updates
Guidance on updating GSTIN, PAN, Bank records, IEC, and statutory licenses to match the new registered address.
Comprehensive Change of Company Registered Office Offerings
Our secretarial advisory covers all 4 statutory categories of registered office relocation.
1. Within Local Limits of Same City / Town
- Convening Board Meeting and passing Board Resolution for address shift
- Obtaining rent agreement and Landlord No Objection Certificate (NOC)
- Filing MCA e-Form INC-22 within 30 days of Board Resolution
- Immediate update on MCA Master Data upon automated/ROC approval
2. Outside Local Limits (Same ROC Jurisdiction)
- Passing Board Resolution and convening Extraordinary General Meeting (EGM)
- Passing Special Resolution by shareholders under Section 12(5)
- Filing MCA e-Form MGT-14 (within 30 days) and e-Form INC-22
- Updating statutory registers, letterheads, and tax records
3. Shifting from One ROC to Another (Same State)
- Application to Regional Director (RD) in Form INC-23
- Special Resolution passed in EGM and Form MGT-14 filing
- Service of notice to creditors, debenture holders, and statutory authorities
- Obtaining RD approval order and filing Form INC-28 and INC-22 with new ROC
4. Inter-State Shifting (One State to Another)
- Altering Clause II of Memorandum of Association (MOA) under Section 13
- Public notices in 2 daily newspapers (English & Vernacular) and serving individual creditor notices
- Filing petition in Form INC-23 before the Regional Director with affidavit of no objection
- Filing certified RD order (INC-28) and new address details (INC-22) with both ROC jurisdictions
Step-by-Step Change of Company Registered Office Execution Process
Step 1: Scoping & Address Verification
Analyzing the relocation type (local, ROC shift, or interstate) and verifying property documents and landlord NOC.
Step 2: Board & Shareholder Resolutions
Drafting notice, agenda, Board Resolution, and EGM Special Resolution (where required).
Step 3: Public Notice & RD Petition (For Interstate Shifts)
Publishing mandatory newspaper advertisements, dispatching creditor notices, and filing Form INC-23 with the Regional Director.
Step 4: MCA V3 Filing (INC-22 & MGT-14)
Filing necessary e-forms certified by Practicing Company Secretary with ROC and paying statutory fees.
Step 5: MCA Approval & Certificate Update
Securing ROC approval confirmation and updated Certificate of Incorporation reflecting new state jurisdiction.
Documents Required for Change of Company Registered Office
Premises & Title Documents
- Proof of Registered Address: Conveyance deed / registered lease deed / rent agreement in company name
- Landlord NOC: No Objection Certificate from property owner authorizing commercial use
- Utility Bill: Recent electricity bill / water bill / gas bill (not older than 2 months)
- Geotagged Photographs: Internal and external premises photographs showing company nameplate and directors
Corporate Secretarial Records
- Board Resolution: Certified true copy of Board Resolution authorizing the address shift
- EGM Special Resolution: Special Resolution passed in EGM along with explanatory statement
- Altered MOA: Copy of altered Memorandum of Association (for interstate shift)
- Director Authorization: DSC authorization letter for the designated director
Statutory Notices (For RD Cases)
- Newspaper Clippings: Original clippings of English and Vernacular newspaper advertisements
- Creditor Acknowledgment: Speed post / registered post receipts of notices served to all creditors
- Affidavit of Creditors: Affidavit by 2 directors confirming list of creditors and debenture holders
- Past 3 Years Financials: Audited balance sheets, P&L accounts, and annual returns (MGT-7/AOC-4)
Why Choose Lawful Journey?
Senior CS & Advocate Leadership
Direct supervision by qualified Company Secretaries and corporate advocates with 15+ years of specialized experience in statutory compliance, certification, and corporate law.
Pre-Filing Quality Review
Structured document reviews help identify missing information, inconsistencies, and filing risks before submission to the relevant authority.
Fast-Track Turnaround
Streamlined internal workflows, digital portal filing acceleration, and dedicated case managers keeping you updated at every single milestone.
End-to-End Confidentiality
Bank-grade data confidentiality and legally binding NDAs protecting your business records, proprietary technical data, and corporate filings.
Transparent Fixed Pricing
Clear, all-inclusive professional fees without hidden charges or surprise surcharges. Complete clarity before filing begins.
Post-Approval Support
Ongoing compliance tracking, annual renewal reminders, statutory register updates, and dedicated helpline for all future legal requirements.
Frequently Asked Questions
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Under Section 12(2) of the Companies Act 2013, Form INC-22 must be filed with the ROC within 30 days of the change. Late filing attracts compounding penalties per day.
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Yes, a residential property can be used as a company's registered office provided you have a valid rent agreement, electricity bill, and a written NOC from the owner.
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Under Rule 25A (Active Company Tagging), MCA mandates submitting internal and external photographs of the premises displaying the company's name board, CIN, and at least one director present at the address.
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For interstate shifts, all secured and unsecured creditors must be served formal notice. If any creditor objects, their dues must be settled or an undertaking given to the Regional Director.
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Following MCA approval, the company must update GST registration (within 30 days), PAN/TAN records, Bank accounts, Import Export Code (IEC), EPF/ESI, and trademark records.
Ready to Get Started with Change of Company Registered Office?
Schedule a confidential consultation with our Senior Company Secretaries and Legal Advisors. We provide strategic guidance, document preparation, and fast-track execution.
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