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Registered Office Change
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Shifting the Registered Office of a company within India involves legal compliance with the Companies Act 2013 and approvals from the ROC. Whether relocating within the same state (between two ROC jurisdictions) or moving to a new state.

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Shifting of Registered Office of Company

Under Section 12 of the Companies Act 2013, every company in India must maintain an updated Registered Office address where statutory records are accessible for stakeholder and regulatory inspections. Failure to comply can result in penalties of ₹1,000 per day. The process for shifting your Registered Office varies depending on the scenario—whether relocating within the same city, between ROC jurisdictions, or across state borders. Below is a detailed comparison table outlining legal provisions, timelines, and requirements for each scenario.

Four possible scenarios for shifting a company's registered office exist. The process, list of documents, and timeline differ significantly depending on the nature of the change. The most common change is shifting within the municipal limits of the same city, and reporting with this aspect is easy and simple.

Comparison Table: Shifting Registered Office Under Companies Act 2013

Sno.ScenarioWithin CityBetween Cities (Same State)Between ROCsBetween States
1.Governing Law OF The Companies ActSection 12(5)Section 12(5)Section 12(5)Section 13(4)
2.ROC Forms RequiredINC - 22INC - 22 + MGT-14 (Special Resolution)INC-23 + MGT-14 (if jurisdiction changes) + RD Petition + INC-22INC-23 + MGT-14 + RD Petition + INC-22
3.Approval AuthorityBoard of Directors + Registrar of Companies (ROC)Board of Directors + Shareholder Approval + ROCBoard of Directors + Shareholder Approval + ROC + RD Office of Central GovernmentBoard of Directors + Shareholder Approval + ROC + RD Office of Central Government
4.Time Taken1-2 days30-35 days (A shorter timeframe is possible)30-60 days90-180 days

The most common scenario involves shifting the registered office of the company within the same state (within the municipal limits), while interstate relocations require stricter approvals. Setindiabiz streamlines ROC compliance for all scenarios, ensuring timely filings, documentation, and approvals.

Legal Requirement of Registered Office for Company

Under Section 12 of the Companies Act 2013, maintaining a registered office is mandatory for all Indian companies. Non-compliance can lead to penalties of ₹1,000 per day. Below are the key legal obligations:

  • Timeline : Generally, the companies are incorporated with proof of registered office; however, in case the incorporation is on the communication address of the company, the registered office of the company must be established within 30 days of incorporation and reported to the ROC via Form INC-22.
  • Purpose : The primary purpose of maintaining the registered office for a company is to store statutory registers, records, and financial statements. Facilitate inspections by stakeholders, government authorities, and auditors.

Key Compliance Requirements

Sno.AspectRulePenalty for Non-Compliance
1.Physical SpaceIt must be a lockable premises to secure statutory records.ROC may impose fines or strike off the company under section 248 of the Companies Act after an inspection.
2.Virtual/Shared OfficeAllowed if compliant with Section 12: display company name, store records, and update ROC.ROC may reject filings if the proper chain of documents is not submitted and the requirements of section 12 are not satisfied, such as the requirement for a signboard or nameplate.
3.Books of Accountto any other office within the City with Board approval and subsequent filing of Form AOC-5.₹ 25,000 to ₹5 lakh penalty under Section 128.

Name Board Display & Documentation Rules

Name Board Requirements: Every company needs to display the name board of the company, which should be placed predominantly on the premises where the registered office of the company is situated the nameplate of the display board and all the stationary such as letterhead or invoices of the company must contain following information

  • Company name,
  • CIN,
  • Registered office address,
  • Email
  • Phone
  • Website (if any)

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Statutory Records & Registers to be maintained

The company must maintain its statutory registers, minutes of meetings, and financial statements for the inspection of its stakeholders. The following is the list of the registers and records that must be maintained at the company's registered office. Some of the key documents required are below.

Sno.RegisterGoverning LawRetention Period
1.Register of Members (Shareholders)Section 88, Companies Act 2013Eight Years
2.Register of Directors & KMPsSection 170Permanent
3.Register of Charges (Loans/Securities)Section 85Eight Years
4.Register of Related Party TransactionsSection 189Eight Years

Four Scenarios for Changing a Registered Office

Under the Companies Act 2013, shifting a company’s registered office involves distinct processes depending on the relocation type. Whether moving locally or across states, compliance with the Companies Act and the rules made thereunder is essential to carry out the change in the registered office of the company, which typically involves board and/or shareholder approval and regulatory filing with the ROC. However, the process and timelines vary significantly. Below are the four scenarios, ranked by complexity:

Shifting Within the Same City

(Within Municipal Limits)

The most common change of registered office is shifting from one location to another within the same city (e.g., upgrading from a startup hub in Bengaluru’s Koramangala to a larger office in HSR Layout within Bengaluru)

  • Process: Simplest and fastest;
  • Approval: Only Board Resolution;
  • Filing: File Form INC-22 with ROC
  • Timeline: 7-10 Days (Shorter possible)

Step-by-Step Guide for Intra-City Shifting

Relocating Between Two Cities

(Within the Same State & ROC)

Moving to another city within the same state (e.g., shifting from Bengaluru to Mysore in Karnataka) and the jurisdiction of the same ROC: In most states, only one ROC exists, except Maharashtra and Tamilnadu.

  • Process: Simple and Online
  • Approval: Consent of 75% shareholder
  • Filing: Submit MGT-14 & Form INC-22
  • Timeline: 30–45 days (Shorter Possible)

Inter-City Relocation Process Explained

Transferring Between Two ROC

(Within the same state)

Shifting the registered office from the jurisdiction of one ROC to another within the same state of Maharashtra or Tamilnadu (for example, moving from Mumbai to Pune in Maharashtra or Vice Versa)

  • Process: Online but complicated
  • Approval: Regional Director of MCA
  • Filing: File Form INC-23 to RD Office + INC-22
  • Timeline: 30–60 days

ROC Jurisdiction Transfer Checklist

Shifting of Registered Office to Another State

(With the consent of Creditors & employees)

The process of shifting the registered office from one state to another (e.g., shifting from Karnataka to Tamil Nadu) requires the consent of creditors, NOC from the state, and approval of the Regional Director.

  • Process: Most complex; Online & Offline
  • Approval: Creditors Consent + RD Approval
  • Filing: Form INC-23 + RD Petition + INC-22
  • Timeline: 90–180 days

Inter-State Shifting of Registered Office: Complete Guide

Step-by-Step Process for Shifting Registered Office

Under Section 12 of the Companies Act 2013 and the Companies (Incorporation) Rules 2014, Shifting the registered office from one location to another within the municipal limits of the same state is simple and straightforward. Here is the step-wise process for shifting within the same city

Step - 1

Conduct a Board Meeting

The first legal requirement under the Companies Act 2013 is to obtain formal approval from the board of directors, for which a Board Meeting must be called by giving seven days of notice of such board meeting to all the directors of the company. A board resolution approving the shifting of the office must be adopted, and any one director must be authorised to file the necessary form 22 to the ROC.

Step - 2

Verify New Office Compliance.

Section 12 of the Companies Act prescribes certain minimum eligibility criteria for a registered office for a company in India, which invariably require the office to be a physical and lockable place (Virtual offices are allowed only if they meet this condition). Ensure that you enter into a proper lease agreement with the landlord if you take on the lease, and ensure that the rent agreement is registered if the tenancy is more than 11 months.

Step - 3

Secure Proof of Registered Office

The proof of the ownership of the registered office of the company, like an electricity or water bill not older than two months, a copy of the rent agreement and No objection (NOC) from the owner that the office space is required, which forms part of the attachment at the time of filing the form INC-22 to the ROC

Step - 4

Affix Company Name Board

One requirement of section 12 is the affixation of a name board at the prominent place of the registered office. The company's name board must contain the full name, CIN, email, phone number, and registered office address that matches the address on the ROC's master data. A photo of the registered office is also required, with any one director present in the picture and longitude and latitude. We suggest taking the picture from a mobile camera with a longitude and latitude capture facility. You should also check the requirements of the shops & establishment act as applicable in the state for local language text requirements on the name board.

Step - 5

Filing of INC-22 Form with ROC

To intimate the change of the registered office address with the board approval form INC-22 is filed within 15 days of the change. The form INC-22 is an online digital form that is filed after the digital signing of the form by any of the directors of the company. The following documents are attached to the form

  • Rent Agreement (if rented) or Sale Deed
  • NOC from the owner (in case of rented premises)
  • Photograph of the Registered Office
  • Certified copy of Board Resolution

Step - 6

Post Shifting Compliance

After the INC-22 form is approved, the ROC sends an email confirming the approval, and the company's master data is updated with the new address. The company must amend its stationery with the new address and all other registrations it may have obtained, such as PAN, TAN, GST Registration, and Shops & Establishments Act registration. Also, ensure that the bankers are informed to update the new address in their records.

Step - 7

Additional Steps for Complex Relocations

The step-by-step process above applies to intra-city shifts, which are the simplest and fastest. However, relocating your registered office between ROC jurisdictions (e.g., Mumbai to Pune) or across state borders (e.g., Maharashtra to Karnataka) involves stricter compliance under Section 13 of the Companies Act 2013, such as publishing newspaper notices and filing petitions before the central government for their approval. We have explained the specific procedure covering a particular scenario in a separate blog. You may refer to them by clicking below

  • Shifting Within the Same City (Within Municipal Limits)
  • Relocating Between Two Cities (Within the Same State & ROC)
  • Transferring Between Two ROC (Within the same state)
  • Shifting of Registered Office to Another State

Documentation for Shifting Registered Office of Company

Accurate and complete documentation is the backbone of a legally compliant registered office shift. Missing or incorrect paperwork can lead to ROC rejections, penalties (up to ₹1,000/day under Section 12), or even legal disputes. At Setindiabiz, we ensure your documents meet ROC standards, minimizing delays and ensuring seamless approvals.

General Documents for All Scenarios

  • Rent Agreement (if rented) or Sale Deed
  • NOC from the owner (in case of rented premises)
  • Certified copy of Board Resolution
  • Digital Signature

Scenario-Specific Documents (ROC or State Change)

  • Newspaper Notice in English & Regional Language
  • Creditors Consent
  • Employees Consent
  • Affidavits from all directors

What is the punishment for not maintaining the books of account?

Q1.What is the Registered Office of a Company?

Q2.Can a virtual office be used as a registered office?

Q3.Can a company operate without a registered office?

Q4.Can I Change the Registered Office of My Company?

Q5.How long does it take to shift a registered office within the same city?

Q6.Is a name board (company sign board) mandatory at the registered office?

Q7.What is the difference between intra-state and inter-state office shifts?

Q8.Do shareholders need to approve an intra-city office shift?

Q9.What documents are needed for shifting a registered office?

Q10.Can a company shift its registered office during liquidation?

Q11.How to Intimate ROC About a Registered Office Change?

Q12.How to check if a company's registered office is updated on MCA?

Q13.What is the penalty for not updating the registered office with ROC?

Q14.How does Setindiabiz simplify the process?