Change of Registered Office

Governed by Sections 12 and 13, Companies Act 2013. The applicable route and form set depend on the extent of the move: (1) within the local limits of the same city, town or village, and same ROC — Board resolution plus Form INC-22 filed within 15 days of the change; (2) outside local limits but within the same state and ROC jurisdiction — special resolution (filed via Form MGT-14 within 30 days) plus Form INC-22; (3) to a different ROC jurisdiction within the same state — special resolution, Regional Director confirmation applied for in Form INC-23, followed by filing the RD's order in Form INC-28 and the updated address in Form INC-22; (4) change of the state named in the Memorandum of Association — the most substantial route, requiring a special resolution under Section 13(4), Regional Director approval (Form INC-23) after considering any objections from creditors, debenture-holders and members, publication of the change, and finally Forms INC-28 and INC-22. Every place of business must reflect the updated registered office within a reasonable time under Section 12(3).

Every company must have a registered office under Section 12 of the Companies Act 2013, and every change of that office — within the same city, within the state, or across states — is a regulatory event with its own forms and approvals. A change within the local limits of the same city needs board approval and notice in Form INC-22 filed with the Registrar within the prescribed timeline under Section 12. A change within the same state but beyond the local limits, or a shift across states, adds a special resolution and the approval process of the Registrar under Section 13 and the Companies (Incorporation) Rules 2014.

The registered office is the company's legal address — where statutory notices are served, where the register of members and other records must be kept under Section 128, and where the company is deemed to be located for jurisdiction. A company physically operating from a new address while the MCA record still shows the old one is living with a split identity: notices go to the wrong place, records are kept where the law says they should not be, and the company is non-compliant without anyone noticing until it matters.

The cost of ignoring the change is enforcement and trust. Non-compliance with Section 12 carries penalties under the Act, and a company whose registered office cannot be found invites the Registrar's action — including proceedings that can lead to the company being struck off. Lenders and counterparties also check the registered office on the MCA record; a mismatch between the physical operation and the legal address surfaces in every due-diligence.

This service is for companies relocating offices within a city, within a state or across states. We advise on the correct route under Sections 12 and 13, prepare the board and shareholder resolutions, file Form INC-22 or the cross-state process under the Incorporation Rules 2014, and update the statutory records and registers so the legal address always matches reality.