Registered Office Change

Companies Act, 2013, Section 12 — Registered Office:

• Section 12(1)-(2) — every company must have a registered office within 30 days of incorporation (or from the date of any change) capable of receiving communications, and must furnish verification of the office to the Registrar.


• Change within the same Registrar of Companies' jurisdiction (i.e., within the same city/town/village) — a board resolution suffices, followed by filing Form INC-22 with the Registrar within 15 days of the change (Section 12(4)/12(5)).


• Change outside the local limits of the city/town/village but within the same state and same Registrar's jurisdiction — requires a special resolution of shareholders in addition to Form INC-22.


• Change from the jurisdiction of one Registrar to another within the same state, or a change of the state mentioned in the Memorandum of Association (i.e., an inter-state shift) — requires a special resolution, filing of Form MGT-14 (for the special resolution) within 30 days, an application to the Regional Director in Form INC-23 for approval, and thereafter filing Form INC-22 and Form INC-28 (confirming the Regional Director's order) with the Registrar(s) concerned, under Section 12(5)-(6) and the Companies (Incorporation) Rules, 2014.


• Failure to maintain a registered office as required, or to file the requisite change forms within the prescribed time, attracts penalty under Section 12(8).

Registered office change is the alteration of a company's registered office address under the Companies Act 2013 and the Companies (Incorporation) Rules 2014 — the change within the city in Form INC-22 with the board resolution, the change within the state in Form INC-22 with the members' resolution where the Rules require it, and the change across the states in the Form INC-23 with the confirmation by the Regional Director. The registered office is the company's legal address — the address of the service of the documents, the statutory records and the communications — and its change is a statutory filing with the ROC.

The registered office is the address the company is legally present at — where the statutory registers are kept, where the notices are served and where the ROC, the department and the courts find the company — and the change must be effected by the prescribed forms and the resolutions within the timelines the Rules prescribe. The change within the city, within the state and across the states are three different processes, and each has its filings and its approvals.

The cost of an un-filed change is the company's records out of step with its reality: the notices served at the old address and the defaults that follow, the filings that carry the wrong address, the compliance that the ROC reads against the old records.

This service is for companies changing their registered office. We determine the type of the change under the Rules, prepare the board or the members' resolutions, file the INC-22 or the INC-23 with the ROC, manage the Regional Director's process where the change crosses the states, and update the statutory records — the letterhead, the filings, the registers — so the company's registered office and its records move together.