Registered Office Change

Registered office change filing — INC-22 (same city), MGT-14 + INC-22 (different city, same state), or INC-23 Regional Director approval (inter-state or different ROC jurisdiction).

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Overview

A company's registered office is the official address for all communications from government bodies and the public. Change of registered office requires different procedures depending on the distance and jurisdiction: within the same city (board resolution + Form INC-22), different city in the same state (special resolution at EGM + Form MGT-14 + Form INC-22), or inter-state or different ROC jurisdiction (Regional Director approval via Form INC-23, newspaper publication, and Form INC-22 after approval — 60–90 days minimum).

For inter-state registered office change, the company must: pass a special resolution at EGM, file INC-23 to the Regional Director, publish notice in one English and one vernacular newspaper, obtain a list of creditors/debenture holders with their consent affidavit, await Central Government approval through the ROC, and then file INC-22 after the order. MFiling manages the complete process for all categories of registered office change — from board resolution drafting to final MCA confirmation.

MFiling professional charges: from Rs.2,499 (same city/ROC) | Rs.3,999 (different city, same state) | Rs.7,999 (inter-state).

Key Benefits

Correct Procedure for Each Type
Same-city, same-state, and inter-state changes each have different requirements — MFiling identifies and follows the right procedure.
INC-22 / INC-23 Filed Correctly
All required forms filed with correct attachments — address proof, NOC, utility bill, and resolutions.
EGM Documentation Prepared
Special resolution notice, agenda, voting results, and board resolution drafted for EGM-based changes.
Newspaper Publication Managed
For inter-state changes — advertisement placed in English and vernacular newspapers as required by ROC.
All Registrations Updated Post-Change
GST, FSSAI, MSME, IT PAN, EPFO, ESIC, bank accounts updated with new registered office address after MCA confirmation.

Documents Required

Proof of New Registered Office Address — Ownership Document or Registered Rent Agreement
No Objection Certificate (NOC) from Property Owner (if rented premises)
Latest Utility Bill for New Address (electricity/telephone, not older than 2 months)
Board Resolution and Special Resolution (if EGM required)
List of Creditors and Debenture Holders with Consent Affidavit (inter-state change)
Newspaper Publication Clippings — English + Vernacular (inter-state change)

How it Works

Determine Change Category (Day 1)

Identify whether change is within same city, different city same state, different ROC, or inter-state — each needs a different procedure.

Board Meeting — Pass Resolution (Day 1)

Pass board resolution approving new address — for EGM-required changes, also resolve to convene EGM.

Hold EGM and Pass Special Resolution (if required) (Week 3–4)

Issue 21-day EGM notice, hold meeting, pass special resolution for different-city or inter-state changes.

File MGT-14 with Special Resolution (if applicable) (Within 30 days of EGM)

File Form MGT-14 with special resolution and amended MOA within 30 days of passing.

File INC-23 to Regional Director (if required) (30–60 days)

For different-ROC or inter-state change — file INC-23 with all attachments and await Regional Director approval.

File INC-22 to Confirm New Address (Per applicable deadline)

File Form INC-22 on MCA portal with new address proof, NOC, and utility bill — within 15 days of change (same city) or after RD order.

Update All Linked Registrations (Week 2–4)

Update GST GSTIN address, FSSAI, MSME, Income Tax PAN address, EPFO, ESIC, and bank accounts.

Frequently Asked Questions

What is the difference between changing the registered office within the same state vs. inter-state?
A same-state change (even to a different city within the same ROC jurisdiction) requires only a board or shareholder resolution and Form INC-22. An inter-state change or change to a different ROC jurisdiction within the same state requires Special Resolution at EGM, Form MGT-14 filing, Form INC-23 application to the Regional Director, newspaper publication, creditor consent affidavit, and takes 60–90 days minimum for RD approval. Inter-state change also requires amendment of Clause II (Registered State) of the Memorandum of Association.
Can a company use a virtual office address as its registered office?
Yes, a virtual office address can be used as the registered office provided the virtual office service provider gives a proper rent agreement or service agreement, an NOC for use of the address, and the latest utility bill in the name of the premises owner. All statutory communications (MCA, Income Tax, GST, FSSAI notices) must be received at this address. MFiling advises on suitable virtual office providers in the target city.
Service Price
₹3,999
Starting price · GST extra
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Correct Procedure for Each Type
Same-city, same-state, and inter-state changes each have different requirements — MFiling identifies and follows the right procedure.
INC-22 / INC-23 Filed Correctly
All required forms filed with correct attachments — address proof, NOC, utility bill, and resolutions.
EGM Documentation Prepared
Special resolution notice, agenda, voting results, and board resolution drafted for EGM-based changes.
Newspaper Publication Managed
For inter-state changes — advertisement placed in English and vernacular newspapers as required by ROC.
All Registrations Updated Post-Change
GST, FSSAI, MSME, IT PAN, EPFO, ESIC, bank accounts updated with new registered office address after MCA confirmation.

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Service Price
₹3,999
Starting price · GST extra

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