Registered office change within and across states — INC-22 and MGT-14

Changing the registered office of a company may appear to be a simple address update, but under the Companies Act, 2013, the compliance process depends on exactly where the new registered office is located.

A move within the same city or town can be relatively straightforward. However, moving outside the existing local limits, changing the jurisdiction of the Registrar of Companies (ROC), or shifting the registered office from one state to another can require additional shareholder approvals and Regional Director procedures.

For companies planning a registered-office change in 2026, it is therefore important to understand the role of INC-22, MGT-14, INC-23 and INC-28, rather than assuming that INC-22 alone is sufficient.

Key takeaway: INC-22 is the principal ROC form for reporting the registered-office address. MGT-14 becomes relevant where a special resolution is required, while INC-23 and INC-28 come into play for shifts requiring Regional Director approval. 

📍 What Is a Registered Office?

Every company incorporated in India must have a registered office capable of receiving and acknowledging statutory communications and notices.

Section 12 of the Companies Act, 2013 requires a company to have a registered office and provides that notice of every change in its situation must be given to the Registrar within 30 days of the change.

The registered office is therefore more than just a correspondence address. It is the company’s official statutory address for ROC communications, notices and other legal correspondence.

The company must also display its name and registered-office address at the registered office and comply with the prescribed address-verification requirements.

🏙️ Change Within the Same City, Town or Village

Where the company shifts its registered office within the local limits of the same city, town or village, the process is comparatively simple.

A Board resolution is generally passed approving the new address, followed by filing Form INC-22 with the ROC within the prescribed period.

A special resolution is not ordinarily required merely for moving within the same local limits.

The MCA’s INC-22 instruction kit specifically distinguishes a change within the local limits of a city, town or village from other types of registered-office changes. It also provides for the relevant SRN of MGT-14 where the purpose is something other than a change within those local limits.

🏢 Change Outside Local Limits but Within the Same ROC

If the registered office moves outside the local limits of the existing city, town or village but remains under the same ROC jurisdiction, a higher level of approval is required.

Section 12 provides that shifting the registered office outside the local limits requires authority of a special resolution of the company.

The company would therefore generally pass the special resolution, file the resolution through MGT-14, and subsequently file INC-22 to notify the ROC of the new registered-office address.

The important distinction is that moving outside the local limits does not automatically mean that Regional Director approval is required. That additional approval becomes relevant where the move crosses ROC jurisdiction within the same state or involves an interstate shift.

📄 Role of MGT-14

MGT-14 is used for filing specified resolutions and agreements with the ROC.

For registered-office changes, it becomes relevant when the company has passed a special resolution for a move requiring such approval.

The MCA’s current MGT-14 instruction kit specifically recognises a purpose relating to a registered-office change resulting in a change in state or a change outside the jurisdiction of the existing ROC.

The filing should contain the relevant resolution and supporting documents as applicable.

Companies should also ensure that the resolution date and filing details comply with the MCA’s filing requirements. The current MGT-14 instruction kit states that resolution dates should generally fall within the prescribed filing period, subject to the specific rules applicable to the company.

🗺️ Change From One ROC to Another Within the Same State

This is where the process becomes more involved.

Suppose a company shifts its registered office from one city to another within the same state, but the new address falls under the jurisdiction of a different ROC.

Section 12 expressly provides that a company cannot shift its registered office from the jurisdiction of one Registrar to another within the same state unless the change is confirmed by the Regional Director.

The company therefore needs to follow the Regional Director approval process.

The relevant application is made through Form INC-23, which the MCA describes as the application for approval to shift the registered office from one ROC jurisdiction to another within the same state or from one state to another.

🏛️ Form INC-23 — Regional Director Approval

INC-23 is not the normal address-intimation form.

It is an application for approval where the registered-office shift requires Regional Director approval.

The MCA’s INC-23 instruction kit confirms that the form is filed pursuant to Section 12(5), Section 13(4), Rule 28 and Rule 30 of the Companies (Incorporation) Rules, 2014.

The application includes information such as the company’s existing registered office, proposed state or ROC, reasons for the shift and details concerning the special resolution and members.

The company should also ensure that the relevant stakeholder and creditor information is properly prepared before making the application.

📢 Notice to Creditors and Other Stakeholders

A registered-office shift requiring Regional Director approval is not simply an internal address change.

The prescribed procedure can involve notices and documentation concerning the company’s creditors, debenture-holders and other interested persons.

This is particularly relevant because Section 13 provides that, for an interstate alteration of the registered-office clause of the Memorandum, the approving authority may consider whether creditors and other concerned persons have consented or whether adequate arrangements have been made for the discharge or security of the company’s obligations.

Therefore, companies should prepare their creditor and stakeholder records before starting the application process.

🇮🇳 Registered Office Shift From One State to Another

Moving a company’s registered office from State A to State B is the most significant form of registered-office change.

The company needs to comply with the requirements relating to alteration of its Memorandum of Association because the state in which the registered office is situated is reflected in the company’s constitutional documents.

Section 13 provides that alteration of the Memorandum relating to shifting the registered office from one state to another does not take effect unless approved by the Central Government under the prescribed procedure.

Under the current framework, the Regional Director handles the prescribed approval process through INC-23.

📝 Interstate Shift — Special Resolution and MGT-14

Before applying for the interstate shift, the company generally needs to approve the proposed alteration through a special resolution.

The resolution is filed with the ROC through MGT-14.

The MCA’s INC-23 form itself requires the SRN of the relevant MGT-14 filing and the date on which the special resolution was passed.

This demonstrates the practical sequence: shareholder approval and MGT-14 filing form part of the foundation for the subsequent INC-23 application.

📑 INC-23 Application

Once the necessary corporate approval has been obtained, the company submits INC-23 for the Regional Director’s approval.

The MCA’s instruction kit identifies INC-23 specifically for shifting the registered office from one state to another or from one ROC jurisdiction to another within the same state.

The company should provide the required supporting information, including the reasons for shifting and the prescribed creditor/member details.

The application should be prepared carefully because deficiencies in the supporting documents can delay the process.

📜 INC-28 After Approval

Once the Regional Director’s order is received, the company needs to complete the prescribed filing of the approval/order with the ROC.

This is generally done through INC-28.

The MCA’s INC-22 instruction kit specifically requires the relevant INC-28 SRN and Regional Director order details where the registered office is being shifted from one ROC to another within the same state or from one state to another.

The order therefore should not simply be retained internally. It forms part of the subsequent ROC filing process.

🏠 Final Address Filing Through INC-22

After completing the applicable approval process, the company files INC-22 to notify the ROC of the new registered office.

The MCA’s INC-22 instruction kit describes the form as the “Notice of situation or change of address of the registered office of the company.”

The form requires details relating to the new registered office and supporting address documents.

The company should ensure that the new premises are genuinely available and capable of receiving official communications.

📂 Registered Office Proof and INC-22

The registered-office filing requires appropriate address documentation.

The MCA’s INC-22 instructions refer to utility-service documentation and specify that the utility bill submitted as address proof should not be older than two months.

The company should therefore arrange updated documentation before filing rather than relying on an old electricity, telephone, gas or other prescribed utility bill.

The exact supporting documents should be checked against the current MCA form requirements at the time of filing.

🔄 Complete Process — Same City to Another State

The compliance path can be understood progressively.

For a move within the same city, the company generally follows the Board-resolution and INC-22 route.

For a move outside the local limits but within the same ROC, a special resolution and MGT-14 become relevant before INC-22.

For a move from one ROC jurisdiction to another within the same state, the company generally needs special resolution, MGT-14, Regional Director approval through INC-23, INC-28 for the order and then INC-22.

For a move from one state to another, the company additionally needs to alter the relevant registered-office clause in its Memorandum and complete the Regional Director approval process before finalising the change with the ROC.

⚠️ Common Mistakes Companies Should Avoid

A common mistake is assuming that INC-22 alone is sufficient for every registered-office change. That is not correct. The required forms depend on the nature and jurisdiction of the proposed shift.

Another mistake is treating a move to another ROC within the same state as an ordinary address update. Section 12 specifically requires Regional Director confirmation for a shift between ROC jurisdictions within the same state.

Companies also sometimes file INC-22 before completing the required approval process. Where INC-23 and INC-28 are applicable, the prescribed sequence should be followed.

Finally, companies should not forget to update the new address across their operational and regulatory records, including GST, income-tax, bank records, invoices, websites, licences and other registrations wherever applicable.

🧾 Registered Office Change Compliance Checklist

Before filing, the company should verify the exact location of the proposed office and determine whether it remains within the same local limits, ROC jurisdiction and state.

The company should then identify whether a Board resolution or special resolution is required, prepare the appropriate shareholder documentation, file MGT-14 where applicable, and prepare INC-23 if Regional Director approval is required.

After receiving the applicable approval, the company should complete INC-28 where required and then file INC-22 with the updated registered-office details and prescribed address proof.

Finally, the company should update its statutory records, registrations, invoices and business communications to reflect the new address.

🏁 Conclusion

Changing a company’s registered office in India is a jurisdiction-based compliance exercise. The correct process depends not simply on whether the address is changing, but on how far the company is moving from its existing registered office and whether the ROC jurisdiction or state is changing.

For a simple move within the same city, the process can generally be completed through the Board approval and INC-22 route. Where the company moves outside the local limits and a special resolution is required, MGT-14 becomes relevant.

If the move crosses from one ROC jurisdiction to another within the same state, the company must obtain Regional Director confirmation through INC-23, followed by the prescribed INC-28 filing and final registered-office intimation through INC-22. Section 12 expressly requires Regional Director confirmation for such inter-ROC changes.

An interstate shift is more substantial because it also involves alteration of the Memorandum’s registered-office state clause and the prescribed approval process under Section 13.

The safest approach is therefore to determine the applicable category first and then follow the correct filing sequence rather than treating every address change as an INC-22 filing.

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