How do I change my company's registered office?

Short answerTo change your registered office you pass a board resolution and file Form INC-22 with the ROC, usually within 30 days, with proof of the new address (utility bill + rent agreement + NOC). A change to another state or ROC needs additional approvals.

INC-22 + address proof

Resolution plus utility bill, rent agreement and NOC for the new premises.

Inter-state needs more

Moving to another state/ROC needs a special resolution and Regional Director approval.

Three scenarios, three procedures

How much is involved depends on how far the office moves. Within the same city or ROC jurisdiction, a board resolution and Form INC-22 with address proof (a recent utility bill, the rent agreement or ownership proof, and an NOC from the owner) within 30 days is usually enough. Moving to a different ROC within the same state needs a special resolution and Regional Director approval before INC-22. Shifting to another state is the most involved: it changes the memorandum’s state clause, so it needs a special resolution, advertisement to creditors, and Central Government (Regional Director) approval in Form INC-23, followed by filing the order and INC-22. In every case the new address proof must be current and in the company’s name or backed by an NOC. Updating the address with the GST, PF, ESI, bank and income-tax records afterwards is easy to overlook but important, since statutory notices go to the registered office on record. Planning the resolution and proofs before the move keeps the 30-day filing window achievable.

Talk to CA Vijay R Singh

Shifting your registered office? You can message him directly, or book a short call to talk through your situation.

This answer is general information for businesses, not professional advice. Tax rates, thresholds and forms change with each Finance Act — please confirm the current position for your own facts, or speak to us, before acting.

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