How to Change the Registered Office: Within a City, Within a State or Across States
Changing a registered office: board resolution and INC-22 locally, special resolution outside the city, RD approval via INC-23 for another ROC or state.
Short answer
The route depends on distance. Within the same city or town, a board resolution and INC-22 within 30 days suffice. Moving outside local limits but under the same ROC needs a special resolution, MGT-14 and INC-22. Moving to another ROC in the same state, or to another state, also needs Regional Director approval through INC-23, followed by INC-28 and INC-22.
- Notice of new address
- INC-22 within 30 days
- Outside local limits
- Special resolution + MGT-14
- Different ROC, same state
- RD confirmation (INC-23)
- Inter-state shift
- Special resolution, INC-23, advertisement, INC-28
- Inter-state advertisement
- INC-26, not more than 30 days before INC-23
- Office proof
- Utility bill not older than 2 months
Which route applies to your move?
Section 12 governs moves within a state and section 13 governs inter-state moves, which require altering the situation clause of the MoA. Choose the route by comparing the old and new addresses.
| Move | Approvals | Forms |
|---|---|---|
| Within same city, town or village | Board resolution | INC-22 |
| Outside local limits, same ROC | Board + special resolution | MGT-14, INC-22 |
| To another ROC, same state | Special resolution + RD confirmation | MGT-14, INC-23, INC-28, INC-22 |
| To another state | Special resolution + RD approval | MGT-14, INC-23, INC-28, INC-22 |
Documents for the new address
INC-22 needs proof that the company has the right to use the premises and that the address is genuine. The same set of proofs is needed for every route, including a local move within the city.
- Registered title deed, lease or rent agreement
- Owner's NOC if not owned by the company
- Utility bill not older than two months
- List of companies registered at the same address, if any
- Board or special resolution, as applicable
How does a move to another ROC within the state work?
After the special resolution, the company files INC-23 with the Regional Director seeking confirmation, with affidavits that no employee will be retrenched and that creditors have consented or will be paid. Once confirmed, the company files the RD's order with the ROC within the time the Act allows, along with INC-22 for the new address. Plan for the time the RD office takes to decide.
What extra steps apply to an inter-state shift?
The company passes a special resolution and files MGT-14 within 30 days. It publishes a notice in INC-26 in an English and a vernacular newspaper in the state of the current office, not more than 30 days before filing INC-23, and sends individual notices to creditors and debenture holders. The INC-23 application to the Regional Director includes the altered MoA, creditor list, affidavits and proof of advertisement.
After the RD's order, file a certified copy in INC-28 with the ROCs of both states within 30 days and file INC-22 for the new address. The ROC of the new state issues a fresh certificate of incorporation with a new CIN. A pending inquiry, inspection or prosecution blocks the shift.
What else must be updated?
Changing the registered office ripples through every registration. GST registration needs an amendment or a fresh registration if the move crosses states, because GSTIN is state-specific. Update PAN and TAN records, bank accounts, professional tax, shop and establishment licence, IEC, EPFO and ESIC, and the address on letterheads, invoices and the website. The new address must be painted or affixed outside the office.
Timeline at a glance
Local moves can finish in days. Moves needing Regional Director approval take considerably longer because of advertisement, creditor notices and the RD's review, so start well before your lease ends.
| Route | Typical duration |
|---|---|
| Within city | Board meeting plus INC-22 within 30 days |
| Outside city, same ROC | General meeting, MGT-14, INC-22 |
| Different ROC or state | Add RD processing, advertisement and INC-28 |
Common mistakes
Companies often move before passing the resolution, miss the 30-day INC-22 window, or treat a move to a different town under the same ROC as a local move. For inter-state shifts, publishing the advertisement too early or forgetting creditor notices causes delays at the RD's office.
Step by step
- 1Identify the route
Compare old and new addresses: city, ROC and state.
- 2Arrange premises proof
Get a lease, owner NOC and recent utility bill.
- 3Board meeting
Approve the move and call a general meeting if needed.
- 4Special resolution
Pass it for moves outside local limits; file MGT-14 in 30 days.
- 5Seek RD approval
File INC-23 for a different ROC or state, with advertisement and notices.
- 6File INC-28
File the RD's order with the ROC(s).
- 7File INC-22
Notify the new address within 30 days.
- 8Update registrations
Amend GST, PAN, bank, licences and signage.
Related services
Sources
- Ministry of Corporate Affairs – MCA21 portal
- Lawrbit – Shifting registered office from one state to another
- India Code – Companies Act, 2013 and rules
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Is shareholder approval needed to change the registered office?
Only when moving outside the local limits of the current city, town or village. A move within the same city needs only a board resolution.
Do I need a new GST registration when shifting states?
Yes. GST registration is state-specific, so a move to another state needs registration in the new state.
Does the CIN change after an inter-state shift?
Yes. The ROC of the new state issues a fresh certificate of incorporation with a new CIN.
What is the deadline for INC-22?
30 days from the change of registered office.