Shifting Registered Office — Within state, across state procedure

The Registered Office of a company is its official address recorded with the Ministry of Corporate Affairs (MCA). It is the address where all statutory communications, government notices, and legal documents are sent.

As businesses grow, they may need to shift their registered office due to expansion, cost optimization, operational convenience, or business restructuring.

However, the procedure depends on where the office is being shifted.

Let’s understand the complete process in detail. 🚀

What is a Registered Office?

A Registered Office is the official address of a company where:

Government notices are received

MCA communications are delivered

Legal documents are served

Statutory records are maintained (where applicable)

Every company incorporated under the Companies Act, 2013 must have a registered office.

Types of Registered Office Shifts

There are four common situations:

Within the same city, town, or village

Within the same ROC jurisdiction but different city

Within the same state but under different ROC jurisdiction

From one state to another

Each has a different compliance process.

Scenario 1: Shifting Within the Same City, Town or Village

This is the simplest type of office shift.

Approval Required

Board Resolution

No shareholder approval is generally required.

Step-by-Step Process

Step 1️⃣ Conduct Board Meeting

Pass a Board Resolution approving:

• Change of registered office
• New office address
• Authorized signatory

Step 2️⃣ File Form INC-22

The company must file Form INC-22 with the MCA within 30 days of shifting the registered office.

Documents Required

• Board Resolution
• Utility Bill (not older than 2 months)
• Rent Agreement (if rented)
• No Objection Certificate (NOC) from the owner
• Proof of new registered office

Scenario 2: Shifting Within the Same State (Same ROC Jurisdiction)

Example:

Delhi → Gurugram (if under the same ROC jurisdiction, as applicable)

or

Mumbai → Navi Mumbai (depending on jurisdiction)

The process is generally similar to shifting within the same city.

Required

• Board Resolution
• Form INC-22

Updated address proof must be attached.

Scenario 3: Shifting Within the Same State but Different ROC Jurisdiction

If the new office falls under the jurisdiction of another Registrar of Companies (ROC):

Additional approvals are required.

Procedure

Step 1

Board Meeting

Step 2

Pass Special Resolution in a General Meeting.

Step 3

File Form MGT-14 with MCA.

Step 4

Apply for approval from the Regional Director (RD) through the prescribed MCA process.

Step 5

After approval:

File INC-22 with updated address details.

Scenario 4: Shifting Registered Office from One State to Another

Example:

Delhi → Haryana

Maharashtra → Karnataka

Tamil Nadu → Telangana

This is the most comprehensive process because it involves altering the company’s Memorandum of Association (MoA).

Step-by-Step Procedure

Step 1️⃣ Board Meeting

Approve:

• Proposed change
• Notice of General Meeting
• Alteration of MoA

Step 2️⃣ Shareholders’ Approval

Pass a Special Resolution.

Step 3️⃣ File Form MGT-14

The Special Resolution must be filed with the MCA.

Step 4️⃣ Apply to Regional Director

Application is made to the Regional Director seeking approval for shifting the registered office to another state.

The application should include:

• Board Resolution
• Special Resolution
• List of creditors
• Declaration regarding creditors
• Newspaper advertisement (where required)
• Other prescribed documents

Step 5️⃣ Regional Director Approval

The Regional Director examines:

• Creditors’ interests
• Stakeholder objections (if any)
• Compliance with legal requirements

Upon satisfaction, approval is granted.

Step 6️⃣ File INC-22 and INC-28

After receiving approval:

File the relevant forms with the MCA to give effect to the change and update the registered office details.

Documents Required

Depending on the nature of the shift, documents may include:

• Board Resolution
• Special Resolution
• Utility Bill
• Rent Agreement
• NOC from property owner
• Proof of office address
• List of creditors
• Affidavits and declarations (where applicable)
• Regional Director approval (for interstate shifts)

⏱️ Estimated Timeline

Type of Shift	Approximate Timeline
Within Same City	5–10 Working Days
Within Same State	7–15 Working Days
Different ROC in Same State	20–40 Days
Interstate Shift	45–90 Days

Timelines may vary depending on approvals and document accuracy.

Government Fees

The overall cost depends on:

MCA filing fees

Professional fees

Stamp duty (where applicable)

Regional Director application fees

Costs vary based on the company’s authorized share capital and the nature of the filing.

Post-Approval Activities

Once the registered office is changed, update:

Bank accounts

PAN records (if applicable)

GST registration

Income Tax records

‍💼 EPFO & ESIC records

Professional Tax registration (where applicable)

Shops & Establishment registration

Company website

Business stationery

Invoices

Email signatures

Inform clients, vendors, and other stakeholders about the new registered office.

Common Mistakes Companies Make

• Filing INC-22 after the prescribed timeline
• Using outdated utility bills
• Not obtaining the owner’s NOC
• Incorrect address proof
• Forgetting to update GST and bank records
• Not altering the MoA in interstate shifts

These mistakes can delay approval and attract additional compliance issues.

Best Practices

• Verify property documents before filing
• Ensure utility bills are recent
• Obtain a properly signed NOC
• Pass resolutions in the correct sequence
• Update all statutory registrations after approval
• Maintain copies of all filed forms and acknowledgements

Professional guidance can help ensure a smooth transition.

Registered Office Shifting Checklist

• Board Resolution passed
• Special Resolution (if applicable)
• MGT-14 filed (where required)
• INC-22 filed
• INC-28 filed (where applicable)
• Regional Director approval obtained (if required)
• Utility Bill attached
• Rent Agreement attached
• NOC obtained
• Statutory registrations updated

Final Thoughts

Changing a company’s registered office is more than just updating an address—it is a statutory compliance process under the Companies Act, 2013.

Whether you’re shifting:

Within the same city

Within the same state

Between ROC jurisdictions

Across states

following the correct procedure ensures uninterrupted legal compliance and avoids unnecessary delays or penalties.

With proper planning and timely filings, companies can complete the transition smoothly while maintaining full regulatory compliance.

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Stay compliant. Update your records correctly. Manage corporate changes with confidence. 🏢📊🇮🇳