Change of Registered Office of a Company
Your registered office is your company’s legal address. Moving it within the same city is simple: a board resolution, then Form INC-22 within 30 days. Moving to another ROC or another state needs a special resolution and Regional Director approval first. We help you change registered office of company anywhere in India, start to finish.
What it is
Every company must have a registered office capable of receiving and acknowledging all communications and notices. It is the address on your MCA record and letterheads. Move it, even next door, and the law calls that a change of registered office.
The rules sit in Section 12 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014. Section 13 adds its own steps for a move to another state, because the memorandum names the state of your registered office (Section 4(1)(b)). Every form is filed on the MCA V3 portal.
Who it applies to
Moving within the same city
Your Faridabad company moves from one sector to another. Same local limits, so the board decides. INC-22 follows.
Moving to another town in the same state
Faridabad to Gurugram, say. Same state, same ROC, but a different town, so Section 12(5) needs a special resolution.
Crossing an ROC or a state border
A move between two ROCs in one state, or out of Haryana altogether. Either way, the Regional Director must approve it first.
Why it matters
Get every notice on time
ROC letters and tax notices go to the registered office. If MCA still shows the old address, you hear about problems too late to answer.
Stay off the strike-off list
If the ROC suspects you are not doing business, Section 12(9) lets it physically verify your registered office. Not found there? It can start strike-off.
Print the right address
Section 12(3) requires your registered office address, CIN and contact details on letterheads, bills and notices, and your name and address outside every office.
Three kinds of shift
| Within the same ROC and state | To another ROC in the same state | To another state | |
|---|---|---|---|
| Example | Within Faridabad; Faridabad to Gurugram | South Delhi to West Delhi | Faridabad to Delhi or Noida |
| Approval | Board resolution; special resolution outside city limits | Special resolution, then Regional Director confirmation (Section 12(5) proviso, Rule 28) | Special resolution altering the memorandum, then Regional Director approval (Section 13(4), Rule 30) |
| Forms | INC-22, plus MGT-14 for a special resolution | MGT-14, INC-23, INC-28, INC-22 | MGT-14, INC-26 notice, INC-23, INC-28, INC-22 |
| Approval time | None | 15 days from a complete application | 15 days; up to 60 if there are objections |
Here is the catch for NCR companies: since 16 February 2026, Haryana companies come under the new Registrar of Companies, Haryana, at Chandigarh, and their Regional Director is Northern Region-II, also at Chandigarh. Delhi now has two ROCs divided by district, so South Delhi to West Delhi crosses ROC lines.
The Regional Director for your current office decides, so a Delhi start-up moving to Gurugram applies to Northern Region-I in New Delhi. And Faridabad to Delhi, a few kilometres across the border, is a full inter-state shift under Section 13.
Documents required
Prove the new address
- Registered title deed in the company’s name, or a notarised rent or lease agreement in its name with a rent receipt not older than one month
- NOC from the owner, with proof of ownership
- Utility bill (electricity, telephone or gas), not older than two months
Show the company approved it
- Certified copy of the board resolution
- Special resolution with explanatory statement, if you leave city limits
- Altered memorandum, for a state shift
- Valid digital signature certificate (DSC) of the signing director
Satisfy the Regional Director
- List of creditors and debenture holders, dated within one month of the application, with an affidavit
- Directors’ declarations on workmen’s dues, creditors’ consent and no retrenchment
- INC-26 notice, plus proof of notices to creditors and the Chief Secretary (state shift)
How it works
Map the move to the right route
We check the city, ROC and state of both addresses. A Faridabad manufacturer moving its office into its own factory across town needs only a board resolution and INC-22. For a state shift, we confirm no inquiry, inspection, investigation or prosecution is pending; Rule 30 bars the shift while one is.
Pass the board and shareholder resolutions
The board approves the shift. Outside city limits, shareholders also pass a special resolution, which we file in MGT-14 within 30 days.
Publish the notice and write to creditors
For a state shift, the INC-26 notice runs in an English and a vernacular newspaper, creditors and debenture holders get notice by registered post, and the ROC and the Chief Secretary are informed.
File INC-23 with the Regional Director
Objections to a state shift lead to a hearing. In practice, a tidy creditor list and signed declarations leave little to query.
File the order in INC-28
We file the certified copy of the order with the ROC in INC-28. For a state shift, the new state’s ROC issues a fresh certificate of incorporation.
File INC-22 and update your records
INC-22 goes in within 30 days of the change, and the new address carries into your annual ROC filings.
Timelines
File MGT-14 within 30 days
A special resolution goes to the ROC in Form MGT-14 within 30 days of passing it (Section 117).
Allow 15 to 60 days for the order
No objections: the order is due within 15 days of the application (Rules 28 and 30). Objections to a state shift: within 60 days of filing. INC-26 objections run 14 days from publication.
File INC-28 and INC-22 within 30 days each
INC-28 within 30 days of receiving the certified copy of the order; INC-22 within 30 days of the change, under Section 12(4).
What happens if you file late
You pay up to 12× the fee
A late INC-22 costs 2× the normal fee up to 30 days, 4× for 31–60 days, 6× for 61–90, 10× for 91–180 and 12× beyond 180 days. Two or more late INC-22 filings within 365 days raise it to as much as 18×. CCFS-2026 ended on 15 September 2026, so no waiver applies now.
You face a Section 12(8) penalty
₹1,000 for every day the default continues, up to ₹1 lakh, on the company and every officer in default. Picture a Faridabad trading company that moved and forgot INC-22 for eight months: it now owes 12× the fee, and its penalty exposure grew daily.
You risk strike-off
If the ROC cannot find you at the recorded address, Section 12(9) lets it start strike-off action under Chapter XVIII.
Update your registrations after the move
Amend or re-register for GST
If the principal place of business changes within the same state, file Form GST REG-14 within 15 days. A move to another state needs a fresh GST registration there, since GST is state-wise.
Update your income tax profile
Update the address in your profile on the Income Tax e-filing portal and check your jurisdictional assessing officer. If it changes, the current officer migrates the PAN.
Change the rest of your paperwork
Tell your bank, update trademark records (Form TM-P), and reprint letterheads, invoices and the name board. EPFO and ESIC records change only if the workplace moves.
Frequently asked questions
Can we shift the registered office within the same city by board resolution alone?
Yes. If the new address is within the local limits of the same city, town or village, a board resolution is enough; Section 12(5) asks for a special resolution only when you move outside those limits. File Form INC-22 within 30 days of the change. No Regional Director, no newspaper notice: this is one of the simpler MCA filings.
What is the time limit for filing INC-22 after shifting?
Thirty days from the date of the change, under Section 12(4). It was 15 days until 27 July 2018, when the Companies (Amendment) Act, 2017 raised it, so older articles quoting 15 days are out of date. Put the shifting date in the board resolution, and the 30 days are easy to plan.
Does shifting from Faridabad to Gurugram need Regional Director approval?
No. Both cities are in Haryana, and since 16 February 2026 both come under the same Registrar of Companies, Haryana, at Chandigarh. Gurugram is outside Faridabad’s local limits, though, so Section 12(5) needs a special resolution. File it in MGT-14 within 30 days, then INC-22 within 30 days of the move. You skip INC-23 and the newspaper notice.
Which ROC handles a company registered in Faridabad?
Since 16 February 2026, the Registrar of Companies, Haryana, at Chandigarh, which covers every district of Haryana. Earlier, one ROC handled Delhi and Haryana together. Shifting approvals now go to the Regional Director (Northern Region-II) at Chandigarh, which also covers Punjab, Himachal Pradesh and Uttarakhand. We confirm the jurisdiction on the MCA record before filing.
Is a newspaper advertisement compulsory for an inter-state shift?
Yes. Rule 30 requires a notice in Form INC-26, published in an English and a vernacular newspaper of your registered office’s district, not more than 30 days before you file INC-23. Anyone affected can object to the Regional Director within 14 days of publication. If nobody objects, the order is due within 15 days of the application. We draft the notice and arrange publication.
What documents prove the new registered office address?
Rule 25 of the Companies (Incorporation) Rules, 2014 lists them: the title deed in the company’s name, or a notarised rent or lease agreement in its name with a rent receipt not older than one month; the owner’s authorisation (NOC) with proof of ownership; and a utility bill not older than two months. We check each one before upload, so the filing goes through.
Do we need a new GST registration after shifting the registered office?
Only if your business moves to another state. GST registration is state-wise, so a new state means a fresh registration there. If the principal place of business changes within the same state, file Form GST REG-14 within 15 days. If only the registered office moves and the business stays put, GST may need no change. We review this alongside the ROC filings.
What is the penalty for not filing INC-22 on time?
An additional fee, and possibly a penalty. The fee runs from 2× the normal fee (up to 30 days late) to 12× (beyond 180 days), or up to 18× if INC-22 was filed late on two or more occasions within 365 days. Section 12(8) also allows ₹1,000 a day, up to ₹1 lakh, on the company and every officer in default. File the day you spot the gap, and both stay small.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
Government fees:
| Form | Government fee |
|---|---|
| INC-22 | ₹200 to ₹600, by authorised capital |
| INC-23, up to ₹25 lakh | ₹2,000 (₹1,000 for OPCs and small companies) |
| INC-23, ₹25 lakh to ₹50 lakh | ₹5,000 (₹2,500 for OPCs and small companies) |
| INC-23, ₹50 lakh to ₹5 crore | ₹10,000 |
| INC-23, ₹5 crore to ₹10 crore | ₹15,000 |
| INC-23, above ₹10 crore | ₹20,000 |
Companies without share capital, including Section 8 companies, pay ₹2,000. INC-23 has no late fee.
Ready to begin?
Send us both addresses. We will tell you the route, the government fee and the earliest date we can file.