Which route applies to your move?
Your route depends on two questions: does the office leave the local limits of its city, town or village, and does it land under a different ROC or state? Answer those and the forms follow.
| Route | Resolution | Approval | Forms and deadlines |
|---|---|---|---|
| 1. Within the same city, town or village | Board resolution | None | INC-22 within 30 days of the change |
| 2. Outside local limits, same ROC | Board resolution, then special resolution of members | None | MGT-14 within 30 days of the special resolution; INC-22 within 30 days of the change |
| 3. Another ROC in the same state | Special resolution | Regional Director's confirmation on INC-23. The RD communicates it within 30 days of receiving the application | INC-28 within 60 days of confirmation; INC-22 within 30 days of the change |
| 4. Another state | Special resolution altering the MoA | Regional Director's approval on INC-23, after the INC-26 advertisement and notices to creditors | INC-28 within 30 days of receiving the order; INC-22; a fresh certificate of incorporation. Full steps on our inter-state ROC shifting page |
Why route 3 catches people out. Two addresses in the same state can fall under different ROCs. From 16 February 2026 (S.O. 4850(E), as amended) the Ministry of Corporate Affairs opened new ROC offices, including a second one at Kolkata, and new Regional Director offices at Chandigarh, Navi Mumbai and Bengaluru, so jurisdiction lines have moved. We check which ROC covers your current and new address before we draft the resolution.
Why companies move their registered office
Most moves are practical: a new lease, a move from a founder's home to a commercial office, or consolidation near a factory or customers. The legal route is set by the address, not by the reason, so the same checks apply to each. If you are also changing the company's name or objects at the same time, plan the resolutions together: see alteration of MoA and AoA.
Fees for a registered office change
Our fee starts at ₹4,999 for a move within the same state that does not need Regional Director approval. Moves to another ROC or another state are quoted after we see the capital and creditor position; inter-state shifting starts from ₹9,999.
| Item | Amount |
|---|---|
| Professional fee: routes 1 and 2 | from ₹4,999 |
| Professional fee: inter-state shifting (route 4) | from ₹9,999 |
| Professional fee: route 3 | Quoted after scoping |
| INC-22 and MGT-14 (government fee, each) | By authorised capital: ₹200 (below ₹1 lakh), ₹300 (₹1 lakh to below ₹5 lakh), ₹400 (₹5 lakh to below ₹25 lakh), ₹500 (₹25 lakh to below ₹1 crore), ₹600 (₹1 crore and above); ₹200 for a company without share capital |
| INC-23 (government fee) | By authorised capital: ₹2,000 (up to ₹25 lakh), ₹5,000 (above ₹25 lakh to ₹50 lakh), ₹10,000 (above ₹50 lakh to ₹5 crore), ₹15,000 (above ₹5 crore to ₹10 crore), ₹20,000 (above ₹10 crore); ₹2,000 without share capital. An OPC or small company pays ₹1,000 up to ₹25 lakh and ₹2,500 above ₹25 lakh to ₹50 lakh |
| Newspaper advertisement (route 4) | Third-party cost, paid at actuals |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
Filed late? A late INC-22 or MGT-14 carries an additional fee that rises with the delay: twice the normal fee for up to 30 days late, rising to twelve times after 180 days. INC-22 filed late on two or more occasions within a year attracts a higher additional fee, from three to eighteen times.
Penalty (separate from fees). If the company does not comply with section 12, the company and every officer in default face a penalty of ₹1,000 for each day the default continues, up to ₹1 lakh for the company.
Documents by route
| Document | Route 1 | Route 2 | Route 3 | Route 4 |
|---|---|---|---|---|
| Board resolution | Yes | Yes | Yes | Yes |
| Notice, explanatory statement and special resolution | No | Yes | Yes | Yes |
| Proof of new address, utility bill not older than two months, owner's NOC | Yes | Yes | Yes | Yes |
| Rent agreement or sale deed | Yes | Yes | Yes | Yes |
| List of creditors and debenture holders with affidavit | No | No | Yes | Yes |
| INC-26 newspaper copies and proof of notice to creditors | No | No | No | Yes |
| Altered MoA (registered office clause) | No | No | No | Yes |
After the move: what else must change
The ROC record is only the start. Once INC-22 is approved, update every registration and document that carries the old address.
- Letterheads, invoices and website. Section 12(3) requires the registered office address on business letters, billheads and other official papers, so reprint them from the date of the change.
- GST. GST registration is state-wise. Within the same state you amend the principal place of business on the GST portal. In a new state you need a fresh GST registration there, and the old one is cancelled if no place of business remains.
- Bank, PAN and TAN records. Give the bank the ROC approval and new address proof. We update the address on the income-tax records alongside.
- Labour and local registrations. EPFO, ESIC, shop and establishment registration and professional tax follow the state of the premises: see shop and establishment registration.
- Contracts and licences. Notify customers, lenders and licensing authorities where the address is a registered particular.