Change in the registered office address of a company is a statutory compliance under the Companies Act, 2013 and must be reported to the Registrar of Companies (ROC) within the prescribed time. This article explains types of address changes, applicable forms, timelines, procedures, fees, and ready-to-use attachment formats.

1. Legal Provisions Applicable

• Section 12 of the Companies Act, 2013
• Rule 27 of Companies (Incorporation) Rules, 2014

2. Types of Change in Registered Office Address

3. Common Compliance Requirements (All Types)

• Board Resolution approval
• Proof of new registered office address
• Consent from owner (if premises not owned)
• Timely filing with ROC

4. Detailed Procedure – Type Wise

A. Change Within Same City / Town / Village

Applicable Form: INC-22
Timeline: Within 30 days of change

Steps:

1. Hold Board Meeting
2. Pass Board Resolution
3. File INC-22 with attachments

Attachments for INC-22:

• Utility bill (not older than 2 months)
• NOC from owner
• Lease deed / Sale deed

B. Change Outside City but Within Same ROC & State

Applicable Forms:

• MGT-14 (within 30 days)
• INC-22 (within 30 days)

Steps:

1. Board Meeting approval
2. Shareholder approval via Special Resolution
3. File MGT-14
4. File INC-22

C. Change Outside ROC but Within Same State

Applicable Forms:

• MGT-14
• INC-23
• INC-22

Steps:

1. Board Meeting
2. Special Resolution
3. File MGT-14
4. Apply to Regional Director using INC-23
5. After approval, file INC-22

D. Change From One State to Another State

Most complex process

Additional Compliance:

• Alteration of MOA
• Newspaper Advertisement
• Creditors consent

Forms Involved:

• MGT-14
• INC-23
• INC-22

5. ROC Forms Explained

Form INC-22

• Intimation of change in registered office
• Filed with ROC

Form MGT-14

• Filing of Board / Special Resolution

Form INC-23

• Application to Regional Director

6. ROC Fees (Indicative)

(Additional fees apply for delay)

7. Ready-to-Use Formats for Attachments

A. Board Resolution Format

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ________ PRIVATE LIMITED HELD ON ______ AT ______
"RESOLVED THAT pursuant to Section 12 of the Companies Act, 2013, the registered office of the Company be shifted from ____________ to ____________ with effect from ______."
"RESOLVED FURTHER THAT Mr./Ms. ________, Director, be and is hereby authorized to file necessary forms with ROC and to do all such acts as may be required."

B. Special Resolution Format

"RESOLVED THAT pursuant to Section 12 and other applicable provisions of the Companies Act, 2013, consent of the members be and is hereby accorded for shifting the registered office of the Company from ____________ to ____________."

C. NOC from Owner Format

NO OBJECTION CERTIFICATE
I, ________, owner of the premises situated at ____________, hereby give my No Objection to M/s ____________ to use the said premises as its registered office.
Date:
Place:
Signature of Owner

D. Consent Letter from Owner

I hereby consent to allow M/s ____________ to use the premises at ____________ as its registered office under the Companies Act, 2013.

E. List of Creditors (For State Change)

List of Creditors as on ______
Name | Address | Amount Due
Certified to be true and correct
Director

8. Common Mistakes to Avoid

• Late filing of INC-22
• Utility bill older than 2 months
• Incorrect ROC jurisdiction selection
• Missing owner consent

9. Practical Tip for Professionals

Always verify ROC jurisdiction using MCA portal before filing INC-22 to avoid rejection.

10. Conclusion

Change in registered office is a routine but highly scrutinized ROC compliance. Proper documentation, correct form selection, and timely filing ensure smooth approval and avoid penalties.

Useful for: CAs | CS | Tax Consultants | Startups | Companies

Published by Stox n Taxes – Simplifying Corporate & Tax Compliance