Question 1

What approvals are needed to shift the registered office within the same state?

Accepted Answer

If the shift is within the same city or town, a board resolution under Section 173 of the Companies Act 2013 suffices and Form INC-22 must be filed with the RoC within 30 days. If the shift is to a different city or town within the same state but under a different RoC, a special resolution under Section 12(5) read with Rule 27 of the Companies (Incorporation) Rules 2014 is required, followed by INC-22 filing.

Question 2

What is the process to move the registered office to a different state?

Accepted Answer

An inter-state shift requires: (1) special resolution under Section 13(4), (2) newspaper publication notice under Rule 30 of the Companies (Incorporation) Rules 2014, (3) application to the Regional Director in Form INC-23, and (4) filing of the Regional Director order with both the old and new RoC via INC-28 within 60 days of the order. Clause II of the Memorandum of Association must be amended to reflect the new state.

Question 3

Does changing the registered office affect our GST registration?

Accepted Answer

Yes. A registered office change triggers a core field amendment. If the new address is in a different state, the existing GSTIN lapses and fresh registration under Section 22 of the CGST Act 2017 is required in the new state within 30 days of commencing business there; the old registration must be surrendered under Section 29. If within the same state, an amendment application under Rule 19 of the CGST Rules 2017 suffices.

Question 4

How quickly must the new address be updated with the RoC, and what is the penalty for delay?

Accepted Answer

Form INC-22 must be filed within 30 days of the board resolution (intra-city shifts) or within 30 days of the Regional Director order (inter-state shifts) under Rule 27/28 of the Companies (Incorporation) Rules 2014. Late filing attracts additional fees under the Companies (Registration Offices and Fees) Rules 2014, and continued default is an offence under Section 12(8) carrying a penalty of Rs 1,000 per day up to Rs 1 lakh on the company and its officers.

Question 5

Do listed companies or companies with registered charges have extra disclosure obligations?

Accepted Answer

Charges registered with the RoC under Section 77 of the Companies Act 2013 remain valid at the new address with no separate charge-level intimation required. However, listed companies must disclose the board decision to stock exchanges within 24 hours under SEBI LODR Regulation 30. Most loan facility agreements also contain a notification covenant — these must be reviewed and lender intimation sent before the change takes effect.

Change Registered Office

Related Services

Company Incorporation

MOA / AOA Amendment

GST Registration