The four cases
| Move | Approvals | Forms |
|---|---|---|
| Within the same city, town or village | Board resolution | INC-22 within 15 days |
| To another city, same state, same ROC | Board resolution and special resolution of members | MGT-14 within 30 days, INC-22 |
| To another ROC's jurisdiction, same state | Board and special resolutions, Regional Director's confirmation | MGT-14, INC-23 to the Regional Director, INC-28 to file the order, INC-22 |
| To another state | Board and special resolutions to alter the memorandum, Regional Director's order | MGT-14, INC-23 with notice to creditors and an advertisement, INC-28, INC-22 |
Moving within the same city
- Pass a board resolution approving the new address.
- File INC-22 within 15 days of the change, with proof of the new office: a rent or lease agreement, a no-objection letter from the owner, and a recent utility bill.
- Update the company's name board, letterhead and invoices with the new address.
Moving to another ROC or another state
Both need the Regional Director's approval, applied for in INC-23. For a move to another state, the company must also give notice to its creditors and debenture holders and publish an advertisement of the application, so that anyone affected can object. The Regional Director can call a hearing before passing the order.
Once approved, the order is filed with the ROC in INC-28, and the new address is filed in INC-22. For an inter-state move, the ROC of the new state issues a fresh certificate of incorporation, and the company's CIN changes. See ROC shifting.
- Start early: an inter-state move commonly takes a few months, depending on the Regional Director's office.
- Clear pending ROC filings first; overdue annual returns or financial statements slow or block approval.
- Make sure employees, creditors and lenders do not object, or the hearing takes longer.
After the change
- GST: amend the principal place of business; a move to another state needs a new GST registration in that state. See additional place of business for adding offices instead.
- PAN and TAN, bank accounts, Udyam, licences: update each with the new address.
- Memorandum: for an inter-state move, the situation clause changes; see MOA and AOA changes.
Talk to Regikart
We draft the resolutions, file INC-22, INC-23 and INC-28, handle the Regional Director's process and update GST and other registrations. See registered office change or call or WhatsApp +91 70444 94804.
Frequently asked questions
What is the time limit to file INC-22 after changing the registered office?
Within 15 days of the change, with the new address proof.
Is a special resolution needed to change the registered office?
Not for a move within the same city, town or village. A move outside those limits needs a special resolution of members.
Who approves a change of registered office to another state?
The Regional Director, on behalf of the Central Government, on an application in INC-23, after notice to creditors and a public advertisement.
Does the CIN change when a company moves to another state?
Yes. The ROC of the new state issues a fresh certificate of incorporation with a new CIN.
Do I need a new GST registration after shifting the office?
Within the same state, amend the existing registration. A move to another state needs a new registration in that state.
About the author
Regikart CS Team
Company Secretaries at Regikart. Want to discuss this in the context of your business?
