Registered Office Change
Moving down the road takes one form. Moving to another state takes a special resolution, newspaper advertisements and a Regional Director hearing. We tell you which of the three you are doing before you sign a new lease.
Starts at ₹1,499 + MCA fees at actuals
Three different changes, three different processes
The registered office is the address to which all official communication is sent, and it appears on every statutory record. Changing it is not one procedure but three, and the difference in effort between them is enormous.
Within the same city, town or village, a board resolution and Form INC-22 within thirty days is the whole of it. Moving outside the local limits but within the same Registrar’s jurisdiction adds a special resolution and MGT-14. Moving to a different state, or a different Registrar, requires an alteration to the memorandum, newspaper advertisements, notice to creditors and the approval of the Regional Director.
People discover which category applies after they have committed to premises. It is much cheaper to know first.
What has to be right
INC-22 must be filed within thirty days of the change. Late filing attracts escalating additional fees.
A registered lease or ownership document, a utility bill not older than two months, and an owner’s no-objection certificate.
Interstate shifts require an application in Form INC-23 and a hearing, with creditors given the chance to object.
For interstate moves, individual notice to creditors and debenture holders, plus advertisement in English and vernacular newspapers.
GST, bank, PAN records, licences and letterheads all key off the registered office and need updating afterwards.
A new state means a new Registrar, and often a different GST jurisdiction and professional tax regime.
Documents required
For the new premises
- Rent agreement or ownership document
- Utility bill for the new address, not older than two months
- No-objection certificate from the owner
Corporate
- Board resolution approving the shift
- Special resolution and MGT-14, where the move is outside local limits
- Altered memorandum, where the state is changing
Interstate only
- Application in Form INC-23 to the Regional Director
- List of creditors and debenture holders with amounts due
- Newspaper advertisement in Form INC-26, English and vernacular
- Affidavit that no creditor will be prejudiced
- No-objection from the existing Registrar and state tax authorities
Not sure which package fits?
A specialist will map your situation to the right plan in one call.
How it runs
- Classify the moveDay 1
We establish which of the three routes applies and what it will actually take, before anything is committed.
- ResolutionsDays 2–10
Board resolution, and a general meeting with special resolution where the move goes beyond local limits.
- Regional Director, if interstateWeeks 4–10
INC-23 filed with creditor lists and advertisements, followed by a hearing and order.
- INC-22 filedWithin 30 days
Filed within thirty days of the change with proof of the new address.
- Downstream updatesAfter approval
GST, bank, licences and statutory registers brought in line with the new address.
Transparent pricing
Within City
₹1,499
same city or town
- Board resolution
- INC-22 filed
- Address proof review
- Register update note
- Special resolution
- RD application
Within State
₹4,999
outside local limits
- Everything in Within City
- General meeting documentation
- Special resolution and MGT-14
- GST address update
- RD application
Interstate
₹24,999
new state, RD approval
- Everything in Within State
- Memorandum alteration
- INC-23 application and hearing
- Creditor notices and advertisements
- New jurisdiction registrations
All prices are professional fees exclusive of GST at 18%. Government fees and stamp duty are charged at actuals and shown before you pay.
What makes an interstate move hard
Creditors get a say
An interstate shift requires individual notice to every creditor and debenture holder, plus advertisement in newspapers, and any of them may object to the Regional Director. Where objections are raised, the company usually has to satisfy or secure the debt before approval. Companies with disputed dues should expect this to be the sticking point.
The tax authorities are consulted
The Regional Director typically seeks confirmation that no proceedings are pending and that state revenue authorities have no objection. An open assessment or a disputed VAT-era demand in the departing state can hold up the approval considerably.
Do not sign the lease first
Landlords rarely provide a no-objection certificate in the form the Registrar expects, and utility bills are often in a previous occupant’s name. Both are routine to arrange before signing, and awkward afterwards.
A virtual office is a real risk
The registered office must be capable of receiving communication, and physical verification does happen. Companies using an address they have no genuine access to have had registered offices declared invalid, which is a serious problem to unwind.
The move is not finished at INC-22
GST registration is state-specific: a new state means a new GSTIN and surrender of the old one, not an address amendment. Professional tax, Shops and Establishment and trade licences are also state matters and have to be taken afresh.
Forms and procedure are prescribed by the Ministry of Corporate Affairs under sections 12 and 13 of the Companies Act, 2013.
After the change
Update the address on every statutory registration, bank mandate, licence and contract. The company’s name and address must also appear correctly on letterheads, invoices, its website and outside the office itself — section 12 requires it and inspections do check.
Where the state has changed, take fresh GST registration in the new state and surrender the old one in the correct sequence, so there is no gap during which you are invoicing without a valid registration.
Tell your auditor and bank early. A mismatch between the registered office on the MCA record and the address on the bank mandate causes avoidable friction on the next KYC refresh.
Frequently asked questions
How long does a registered office change take?
Within the same city, about a week. Within the same state but outside local limits, two to three weeks. Interstate moves requiring Regional Director approval typically take two to three months.
When do I need Regional Director approval?
Only when the registered office is moving to a different state, or to the jurisdiction of a different Registrar of Companies. Moves within the same ROC jurisdiction do not require it.
What is the deadline for filing INC-22?
Thirty days from the date of the change. Late filing attracts additional fees that increase with the length of the delay.
Do creditors have to be notified?
For interstate shifts, yes — individual notice plus newspaper advertisement, with creditors given the opportunity to object before the Regional Director.
Does my GST registration move with me?
No. GST registration is state-specific. A shift to another state requires fresh registration in the new state and surrender of the existing one.
Can I use a virtual office as my registered office?
The address must be capable of receiving official communication and may be physically verified. Addresses the company has no genuine access to have been rejected, so this carries real risk.
Official references
The statutory sources behind this page. We keep our guidance aligned to them — verify anything time-sensitive directly.
- Ministry of Corporate AffairsCompanies Act filings, forms and fee schedules
- Income Tax DepartmentReturns, forms, rates and e-filing utilities
Content on this page is reviewed by a chartered accountant or advocate at LexVerge LLP. It is general guidance, not advice on your specific facts.