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Registered Office Change Services in India – Section 12 / 13 Compliance, Form INC-22, INC-23, INC-28, MGT-14, Same-City & Inter-State Office Shifting Advisory
The registered office is the official "address of record" of every company, LLP, and Section 8 entity in India — the address recorded with the Ministry of Corporate Affairs (MCA) on the Certificate of Incorporation, where statutory communications, RoC notices, summons, and legal correspondence are validly served. Under Section 12 of the Companies Act 2013, every company must have a registered office within 30 days of incorporation and at all times thereafter. Any subsequent change — within the same city, from one city to another within the same RoC jurisdiction, from one RoC to another within the same state, or from one state to another — is governed by Section 12 (intra-jurisdiction) and Section 13(4) read with Section 13(7) (inter-state) of the Companies Act 2013, and the Companies (Incorporation) Rules 2014, and triggers a sequence of board / member resolutions, MCA filings (INC-22, INC-23, MGT-14, INC-28), and downstream registry / tax updates.
Our registered office change services handle the full process for Private Limited Companies, Public Limited Companies, OPCs, Section 8 (NPO) Companies, LLPs (Form-15 under LLP Act), and Foreign Subsidiaries — covering all four scenarios: (i) change within local limits of same city / town / village via board resolution and Form INC-22; (ii) change from one city to another within the same RoC jurisdiction via special resolution + INC-22 + MGT-14; (iii) change from one RoC jurisdiction to another within the same state via Regional Director (RD) approval in Form INC-23, advertisement, and Form INC-28; and (iv) change from one state to another via RD approval, MoA alteration, advertisement in 2 newspapers, creditor / employee NoC, and INC-22 / INC-28 sequence. We also handle the complete downstream change-management dossier across PAN, GST, TAN, EPFO, ESIC, IEC, RBI / FEMA, MSME / Udyam, professional licences, RERA, FSSAI, Shop Act, banks, IP records, contracts, signage, and stakeholder communications — ensuring the address change is clean, compliant, and reflected everywhere it needs to be.
Sec 12
Registered Office Mandate
INC-22
Standard Address Filing
INC-23
RD Approval Form
30 Days
Filing Window
Provisions & Forms We Work Under
Sec 12 – Reg. Office
Sec 13(4) – Inter-State
Sec 13(7) – Approval
Sec 117 – Resolution
INC-22 – Address
INC-23 – RD App.
INC-28 – RD Order
MGT-14 – Resolution
LLP Form 15
Registered Office Change Use Cases We Handle
Same City
Within Same City / Town
Change of address within same city / town / village (e.g., from one Mumbai address to another) — board resolution + Form INC-22 only; no special resolution needed.
- Board resolution
- Form INC-22 in 30 days
- Premises proof + NoC
- Utility bill
- No EGM needed
- Quick turnaround
Different City – Same RoC
Different City within Same RoC
Change from one city to another within the same RoC jurisdiction (e.g., Mumbai to Pune under RoC Mumbai) — special resolution + MGT-14 + INC-22.
- Board resolution
- EGM + special resolution
- MGT-14 in 30 days
- INC-22 in 30 days
- Address proof
- Same RoC jurisdiction
RoC to RoC – Same State
RoC to RoC within Same State
Change from one RoC's jurisdiction to another within the same state (e.g., RoC Mumbai to RoC Pune in Maharashtra) — Regional Director approval via Form INC-23.
- Special resolution
- RD application in INC-23
- Newspaper advertisement
- Creditor / member objections
- RD order in INC-28
- Final INC-22 filing
Inter-State
Inter-State Office Change
Change from one state to another (e.g., Maharashtra to Karnataka) — most complex; Sec 13(4) MoA alteration + RD approval + advertisement + creditor / employee NoC.
- Sec 13(4) MoA alteration
- Special resolution
- 2-newspaper advertisement
- Creditor & employee NoC
- RD application + hearing
- RD order INC-28 + INC-22
LLP
LLP Registered Office Change
For LLPs, registered office change is governed by Sec 13 of LLP Act 2008 — Form 15 filing with consent of partners and (for state change) consent of secured creditors.
- LLP Sec 13 framework
- Form 15 filing
- Partner consent
- Secured creditor NoC
- Same / different state
- LLP agreement update
Section 8 / NPO
Section 8 Company / NPO
Section 8 (NPO) office change — same Sec 12 / 13 framework, additional Charity Commissioner intimation in some states (e.g., Maharashtra Public Trusts Act overlap).
- Sec 8 board resolution
- RD approval (if needed)
- Charity Comm. intimation
- FCRA address update
- 12AB / 80G update
- Donor communication
Key Office Change Concepts You Must Know
Sec 12(1)
Office Within 30 Days
Every company must have a registered office capable of receiving and acknowledging communications within 30 days of incorporation, and at all times thereafter.
30 Days
Continuous
INC-22
Standard Notice of Address
Form INC-22 is the standard form to notify any change of registered office to RoC — must be filed within 30 days of the change taking effect.
30-Day Filing
All Cases
INC-23
RD Approval Application
Form INC-23 is the application to the Regional Director (RD) for approval of change from one RoC jurisdiction to another (within state or inter-state).
RD App
Inter-RoC
INC-28
RD Order Filing
Form INC-28 is used to file the RD's order (approving the office change) with the RoC — pre-condition for the new INC-22.
RD Order
Mandatory
Sec 13(4)
Inter-State MoA Alteration
Inter-state office change requires alteration of the MoA's "State" clause via special resolution + RD approval — under Sec 13(4) and 13(7).
MoA Change
Sec 13(4)
Newspaper
2-Newspaper Advertisement
For inter-state / inter-RoC change, mandatory advertisement in (a) one English newspaper and (b) one vernacular newspaper of the district where office is located.
English + Vernacular
21 Days
Creditor NoC
Creditor & Employee NoC
For inter-state change, NoC / declaration covering secured creditors, debenture holders, and employees is required — protecting their interests.
No Adverse Effect
Affidavit
CIN Letter
CIN Effect of State Change
On inter-state change, the state-code portion of the CIN updates upon migration — even though the company's identity continues. New incorporation certificate is issued.
State Code
Fresh CoI
Our Registered Office Change Services
Same-City Address Change
Board resolution drafting, premises NoC, utility bill, and Form INC-22 filing within 30 days — fastest scenario, typically closed in days.
Different City – Same RoC
Special resolution drafting, EGM, MGT-14 within 30 days, INC-22 filing, and address-proof compilation within RoC jurisdiction.
Inter-RoC Same-State Change
RD application via Form INC-23, advertisement, creditor / member objection management, RD hearing, and INC-28 / INC-22 closing.
Inter-State Change
Sec 13(4) MoA alteration, special resolution, advertisement, creditor / employee NoC, RD application, RD hearing, INC-28, and INC-22 closure.
LLP Office Change (Form 15)
LLP Sec 13-aligned office change — partner consent, secured creditor NoC, Form 15 filing, and supplementary LLP agreement update.
Section 8 / NPO Office Change
Section 8 office change with Charity Commissioner intimation, FCRA / 12AB address updates, and donor communication management.
Premises NoC & Lease Drafting
Lease / leave-and-licence agreement, NoC from owner, utility-bill verification, and address-proof compilation for INC-22 attachment.
EGM & Resolution Drafting
Board resolution, EGM notice, explanatory statement, special resolution, and minutes for office-change scenarios that require shareholder approval.
RD Application & Hearing
Drafting of INC-23, supporting affidavits, advertisement publication, creditor / objector representation, and hearing before Regional Director.
PAN, GST, TAN, EPFO Update
Downstream PAN, GST, TAN, EPFO, ESIC, MSME / Udyam, IEC, and FEMA filings for the new registered-office address.
Bank, FSSAI & State Licences
Bank A/C address update, FSSAI, Shop Act, Trade Licence, Pollution NoC, and other state-specific licence updates.
Stakeholder Communication
Customer / vendor / partner communication kit, signage, website / email / social-handle updates, and contractual address-of-notice change.
When You Need Registered Office Change Support
Lease Expiry / Premises Move
Lease has expired or you are moving to a new office space — INC-22 filing within 30 days of the change taking effect is mandatory.
Business Expansion
Expanding to a new state / city and the new location is becoming the principal place of business — registered office must be aligned.
Tax / Regulatory Optimisation
Shifting registered office to GIFT IFSC, SEZ, or another favourable state for tax / regulatory / cost benefits.
Founder Relocation
Founders / management have relocated to another city or state — registered office is being aligned with where the business is actually run.
Investor / IPO Preparation
Pre-fundraise / pre-IPO clean-up requires the registered office to be aligned with the principal place of business as per due diligence.
Virtual / Co-Working Move
Moving from a virtual / co-working address to a permanent office (or vice versa), or shifting from one virtual provider to another.
RoC / MCA Notice
RoC has issued notice for non-receipt of communication or undelivered mail — urgent address rectification and INC-22 filing required.
Family / Partnership Restructuring
Family settlement, demerger, or partnership restructuring has resulted in change of operating location — registered office to be moved.
Documents Needed for Registered Office Change
Premises & Address Proof
- Lease / leave-licence / sale deed
- Owner NoC (if rented)
- Latest utility bill
- Property tax receipt
- Photo of new office
- Floor plan (if needed)
- Conveyance deed (if owned)
Resolutions & Filings
- Board resolution
- EGM notice + explanatory stmt
- Special resolution
- EGM minutes
- MGT-14 (if applicable)
- INC-22 / INC-23 / INC-28
- Director DSC + DIN
Inter-State Specific
- 2-newspaper ads
- Creditor list & NoC
- Employee declaration
- Affidavit by directors
- Public notice
- Latest financials
- List of pending litigation
Our Registered Office Change Process
1
Scenario Diagnostic
Identify case (same city / different city same RoC / inter-RoC same state / inter-state) and applicable Sec 12 / 13 path.
2
Approvals & Resolutions
Board resolution, EGM (where required), special resolution, MGT-14 filing, and member / creditor / employee NoCs.
3
Forms & RD Application
INC-22 / INC-23 / MGT-14 filing as relevant; advertisement and RD application for inter-RoC and inter-state cases.
4
RD Order & Final Filing
RD hearing, order receipt, INC-28 filing of order, and final INC-22 with new address — closing the MCA leg.
5
Downstream Rollout
PAN, GST, TAN, EPFO, IEC, MSME, banks, FSSAI, Shop Act, IP, contracts, signage, and stakeholder communication.
Why Choose Us for Registered Office Change
✓
Sec 12 / 13 specialists
✓
All four scenarios covered
✓
RD application & hearing experience
✓
Newspaper ad & creditor NoC
✓
LLP / Sec 8 / NPO expertise
✓
Downstream PAN / GST / IEC update
✓
Bank, FSSAI, Shop Act sync
✓
Stakeholder communication kit
FAQs on Registered Office Change
What is a registered office and why is it important?
The registered office is the official address of record under Sec 12 of the Companies Act 2013, where statutory communications, RoC notices, summons, and legal correspondence are validly served. Every company must have one within 30 days of incorporation and at all times thereafter.
How is office change within the same city done?
Within the same city / town / village, only a board resolution and Form INC-22 filing within 30 days of the change is required — no special resolution or RD approval needed. This is the simplest scenario.
When is Regional Director (RD) approval required?
RD approval (via Form INC-23) is required when the office is shifted from one RoC jurisdiction to another — whether within the same state or to a different state. RD reviews the application, advertisement, and creditor / member objections before passing the order.
How long does inter-state office change take?
Typically 2–4 months — covering special resolution, advertisement (21 days notice), creditor / employee NoC, RD application, hearing, RD order, INC-28 filing, and final INC-22. Downstream PAN / GST / IEC updates take an additional 2–4 weeks.
Is newspaper advertisement mandatory?
Yes — for any change requiring RD approval (inter-RoC and inter-state). Advertisement in (a) one English newspaper and (b) one vernacular newspaper of the district where the office is located is mandatory, with a 21-day window for objections.
Does the CIN change with office relocation?
For same-state changes, CIN remains the same. For inter-state changes, the state-code portion of the CIN updates upon migration to the new RoC, and a fresh Certificate of Incorporation is issued — though the company's legal identity continues unbroken.
What downstream updates are needed after office change?
PAN address update, GST amendment / fresh GST registration in new state, TAN, EPFO, ESIC, IEC, MSME / Udyam, RBI / FEMA filings, bank, FSSAI / Shop Act / Trade Licence, RERA, IP records, contracts, signage, website, and stakeholder communications.
New Address. Clean Compliance. RoC Approved. Downstream-Synced.
Partner with our registered-office-change specialists for Sec 12 / 13 advisory, INC-22 / INC-23 / INC-28 filing, RD application & hearing, inter-state migration, and full downstream PAN / GST / IEC / bank rollout.
Talk to a Registered Office Expert