Registered Office Address Change

What is Registered Office Address Change?

Every company must maintain a registered office address on record with the Registrar of Companies, and all regulatory notices and correspondences are sent there. When a company shifts its office — within the same city, to another city in the same state, or to another state entirely — the change must be formally notified to the ROC within the prescribed timelines. Our team handles the verification, resolution drafting, and INC-22 or INC-23 filing depending on the nature of the change.

The registered office is the official legal address of a company as recognised by the Companies Act, 2013 and maintained in the public records of the Registrar of Companies. It is the address at which all statutory notices, summons, inspection letters, and government communications are served. An incorrect, outdated, or inaccessible registered address means that the company may miss critical regulatory notices, be deemed to have been duly served even when unaware, and face consequences including striking off proceedings initiated under Section 248 of the Companies Act, 2013 for failure to respond to ROC communications. The legal framework governing the registered office is Section 12 of the Companies Act, 2013, read with Rule 27 and Rule 28 of the Companies (Incorporation) Rules, 2014. Every company must have a registered office that is capable of receiving and acknowledging communications. Importantly, the registered office need not be owned by the company — it may be a rented, leased, or even a shared office space, provided the company has a document evidencing use of the premises such as a lease deed, rent agreement, or a No Objection Certificate from the owner where the premises are used free of cost. The compliance requirements and the specific ROC form to be filed depend on the nature of the address change. A change of address within the same city or town — meaning within the local limits of the same city — requires the filing of Form INC-22 within fifteen days of the change. No shareholder resolution is required for this type of change; a Board Resolution suffices. A change of address from one city to another but within the same state requires a Special Resolution of the shareholders followed by Form INC-22 filing within thirty days of the special resolution. A change of address to a different state — the most complex category — requires a Special Resolution, an advertisement in a newspaper published in the district of the existing registered office, obtaining confirmation from the Regional Director, and ultimately a fresh INC-22 filing once the Regional Director confirms the shift. The Regional Director confirmation process can take up to sixty days. A common scenario in the Indian startup ecosystem is a founder who relocates from one city to another and uses a CA's address or a co-working space address as the registered office. When the founder moves to a new city and changes the office, the registered address must be updated with the ROC. Many founders assume this is an informal administrative update — it is not. Each type of change has a specific filing requirement, and delays attract additional filing fees under Section 403 of the Companies Act, 2013. Filing an INC-22 more than thirty days after the change requires payment of additional fees, and if the ROC notices an address mismatch during routine inspection, it may issue a notice under Section 12(7) requiring compliance within thirty days on pain of penalty. The utility bills or other proof of address used to verify the registered office must be recent — typically not more than two months old at the time of filing. This is a common rejection point when an older document is submitted. Similarly, the No Objection Certificate from the premises owner must be on letterhead and must clearly identify the address and the company. A generic or undated NOC is routinely rejected by the ROC. For companies with foreign investors, a change of registered office — particularly a state change — may also need to be considered for its impact on the jurisdiction of courts and arbitral proceedings specified in investment agreements, shareholders' agreements, and subscription agreements. The governing law clause in these agreements typically specifies a city and court, and a state change may require a consequential amendment to those agreements. Professional assistance is valuable because the correct procedure depends on whether the change is within the same city, within the same state, or inter-state, and the wrong form or a missed step creates a compliance gap that is more expensive to cure than to prevent.

How It Works

1. 1

   Change type determination

   We classify the address change — same city, different city in same state, or different state — to determine the applicable procedure, forms, and timeline.

2. 2

   Resolution drafting

   We draft the Board resolution for same-city changes, or both the Board resolution and the Special Resolution notice and explanatory statement for city-to-city or inter-state changes.

3. 3

   Document preparation and address proof verification

   We review the utility bill and NOC or lease deed for the new premises to confirm they meet the ROC's recency and format requirements before submission.

4. 4

   Newspaper advertisement (inter-state only)

   For an inter-state registered office shift, we arrange the statutory newspaper advertisement in a daily newspaper circulating in the district of the existing registered office.

5. 5

   Form INC-22 / INC-23 filing

   We file Form INC-22 (for same-state changes) or Form INC-23 (application to Regional Director for inter-state confirmation) on the MCA21 portal with all required attachments.

6. 6

   Confirmation and record update

   We track the ROC or Regional Director approval, obtain the updated master data reflecting the new registered address, and update all statutory registers and company letterheads.

Government Fees

Professional Fees