How to Change the Registered Office Address of a Company in India (2026)

Relocating your company’s registered office sounds simple, but under the Companies Act, 2013 it is a regulated event that must be reported to the Registrar of Companies (ROC) and, in some cases, approved by the Regional Director. The registered office is the official address where legal notices are served and where statutory records are kept, so the compliance path depends entirely on how far you are moving. This 2026 guide explains every scenario, the forms involved, timelines and documents, using a Bengaluru (Karnataka) business as a running example. The same framework applies to companies registered anywhere in India.

Why the registered office address matters

Under Section 12 of the Companies Act, 2013, every company must have a registered office capable of receiving communications within 30 days of incorporation and must report any change to the ROC. Getting this wrong can lead to penalties, notices being deemed served at an old address, and mismatches across your PAN, GST and bank records. The key rule to remember: notice of a change of address is filed in Form INC-22, generally within 30 days of the change.

The four scenarios at a glance

Broadly, there are four situations, each with a different level of approval. A move within the same city is the simplest; a move to another state is the most involved because it needs Regional Director (Central Government) approval and alteration of the Memorandum of Association (MOA).

Scenario	Approval needed	Key forms	Indicative timeline
Within same city/town (e.g. within Bengaluru)	Board resolution	INC-22	File INC-22 within 30 days
Different city, same ROC & state (e.g. Bengaluru to Mysuru)	Board + special resolution	MGT-14, INC-22	MGT-14 within 30 days of resolution; INC-22 within 30 days of change
Different ROC, same state	Special resolution + Regional Director confirmation	MGT-14, INC-23, INC-22	RD confirmation, then INC-22 within 60 days
One state to another (e.g. Karnataka to Maharashtra)	Special resolution + RD approval + MOA alteration	MGT-14, INC-23, INC-28, INC-22	RD/Central Govt disposes within ~60 days; then INC-22 and INC-28

1. Change within the same city or town

This is the most common change and the easiest. If a Bengaluru company simply shifts from Koramangala to Indiranagar, no shareholder approval is needed.

• Hold a board meeting and pass a board resolution approving the new address.
• File Form INC-22 with the ROC, generally within 30 days, attaching proof of the new address.

2. Different city or town, same ROC and same state

If the move is outside the local limits of the existing city but stays within the same ROC’s jurisdiction (for example, Bengaluru to Mysuru, both under ROC Bangalore), a special resolution of shareholders is required.

• Board meeting to fix the change and call an Extraordinary General Meeting (EGM).
• Members pass a special resolution at the EGM.
• File Form MGT-14 within 30 days of the special resolution.
• File Form INC-22 within 30 days of the change with address proof.

3. Different ROC, but within the same state

Some larger states have more than one ROC. Moving from the jurisdiction of one ROC to another within the same state needs confirmation from the Regional Director in addition to a special resolution.

• Board meeting, then EGM to pass a special resolution.
• File Form MGT-14 within 30 days of the resolution.
• File an application in Form INC-23 to the Regional Director.
• At least one month before applying, publish a newspaper notice (English and the regional language) and serve notice on creditors, debenture holders and depositors; objectors get 21 days to respond.
• Once the RD confirms, file that confirmation in Form INC-22, typically within 60 days.

4. From one state to another

Shifting from, say, Karnataka to Maharashtra is the most complex route because it changes the state clause of the MOA and requires Central Government (Regional Director) approval.

• Board meeting to call an EGM and propose altering the MOA’s registered office (state) clause.
• Members pass a special resolution approving the shift and MOA alteration.
• File Form MGT-14 within 30 days of the special resolution.
• File Form INC-23 with the Regional Director for approval, after publishing the newspaper notice and serving creditors/debenture holders (21 days to object).
• Serve notice on the ROC and the Chief Secretary of the state; the RD generally disposes of the application within about 60 days.
• File the approval order in Form INC-28 with the ROCs of both the old and new states.
• File Form INC-22 with the new ROC within 60 days of the order to record the new address.

Documents you will typically need

• Board resolution and, where applicable, the special resolution and EGM notice with explanatory statement.
• Proof of the new registered office: registered sale deed or rent/lease agreement.
• No-objection certificate (NOC) from the property owner if the premises are leased.
• A recent utility bill (electricity, telephone or gas) not older than two months.
• For RD applications: list of creditors and debenture holders, declarations by directors/KMP, copy of the altered MOA and newspaper clippings.

Do not forget the downstream updates

Filing with the ROC is only half the job. Once the address change is approved, update it everywhere else so your records stay consistent:

• PAN/TAN: update the company address with the Income Tax authorities where the change is material.
• GST: file an amendment of core field (address) on the GST portal, generally within 15 days, with supporting proof.
• Bank: intimate your bankers and update KYC and cheque/records; also update letterheads, invoices, the company seal, boards and your website.
• Notify other authorities you deal with, such as EPFO, ESIC, professional tax and any sector regulator.

Getting the sequence, resolutions and filings right the first time avoids resubmissions and penalties. If you would like a compliance team to manage the board and shareholder resolutions, RD application and ROC filings end to end, our ROC compliance experts at TAXAJ can handle the entire process for you.

Frequently asked questions

How long do I have to file INC-22 after changing the office?

As a general rule under Section 12, notice of a change of registered office is filed in Form INC-22 within 30 days of the change. For changes requiring Regional Director confirmation, INC-22 is filed within 60 days of that order.

When is a special resolution required?

A board resolution is enough for a move within the same city or town. A special resolution of shareholders is required whenever you move outside the local limits of the existing city, to a different ROC, or to another state.

Which changes need Regional Director approval?

Moving to a different ROC within the same state, and moving from one state to another, both require Regional Director approval in Form INC-23. A move within the same ROC does not.

What are the approximate government fees?

ROC filing fees for INC-22 and MGT-14 are slab-based on authorised capital and are usually modest (often a few hundred to a few thousand Rs), while RD applications and newspaper publication add further cost. Professional fees vary with the scenario, so ask for a quote based on your specific move.

Can I change the office to another state without shareholder approval?

No. An inter-state shift alters the MOA’s state clause and mandatorily requires a special resolution, Regional Director approval and filings in MGT-14, INC-23, INC-28 and INC-22.