SHIFTING OF REGISTERED OFFICE

Relocating a company’s registered office is a significant legal and procedural undertaking under the Companies Act, 2013. Whether moving within the same city, across districts, or to a completely different state, the process involves different levels of compliance

The applicable procedure varies based on three main scenarios:

Scenario 1: Same city, Different City but Same State (within same ROC)

Applicable when relocating within the same municipal limits

  • Convene a Board Meeting and pass a Board Resolution to approve the move.

  • File Form INC‑22 with the ROC within 30 days of passing the resolution.

Document Required

  1. Lease deed /rent agreement/property document along with NOC.

  2. Utility bill (not older than 2 months )

  3. Photograph of registered office (internal +external)

Scenario 2: Same State, New ROC Jurisdiction

Applicable when changing ROC but not state

  • Board Meeting → EGM → Special Resolution → Forms MGT‑14 & INC‑22

  • Additionally, file Form INC‑23 to the Regional Director for approval.

  • Publish public notices in one vernacular and one English newspaper, and serve notices to all creditors/debenture‑holders, at least one month before filing 

  • If no objections are received, Regional Director issues confirmation (within 30 days).

  • Then file Form INC‑28 (incorporating RD’s order) with ROC within 30/60 days depending on rules.

Scenario 3: Change of State or Union Territory

  • Board Meeting → EGM → Special Resolution, alter MOA (Alteration of “Situation Clause”)

  • File Form MGT‑14 (within 30 days).

  • Publish public notices in both states’ newspapers, and serve notices to creditors.

  • Apply via Form INC‑23 and GNL -1 to RD with required attachments: updated MOA, special resolution, minutes, creditors list, affidavits by directors, NOC for no retrenchment etc. 

  • File INC 28.

  • File Form INC‑22 within 30 days after approval of Form INC 28.

  • Certificate of Incorporation issued by RD.

Document Checklist

  • MOA /AOA

  • Latest Balance sheet

  • Utilities bill such as electricity bill, water bill, telephone bill, property tax receipt etc.( Not older than 2 months )

  • Lease deed /rent agreement /Self owned property

Scroll to Top