The procedure for changing a company's registered office varies significantly depending on the nature of the move. Here are the five key scenarios:
Scenario |
Description |
Approvals Required |
Form(s) to File |
Time Limit |
Authority Involved |
1. Within Same City/Town/Village |
Change in registered office within the local limits of the same municipality |
Board Resolution |
Form INC-22 |
Within 30 days of the change |
ROC (Registrar of Companies) |
2. From One City to Another Within the Same State & Same ROC |
Office moves from one city/town to another, but under the same ROC jurisdiction (e.g., from Noida to Ghaziabad within ROC Kanpur) |
Board Resolution + Shareholders' Special Resolution |
Form MGT-14 (for Special Resolution) + Form INC-22 |
Within 30 days of passing the resolution |
ROC |
3. From One ROC to Another Within the Same State |
Office moves to another city with a different ROC jurisdiction (e.g., from Jaipur (ROC Jaipur) to Udaipur (ROC Ahmedabad)) |
Board Resolution + Shareholders' Special Resolution + Regional Director (RD) Approval |
Form MGT-14 + Form INC-23 (RD approval) + Form INC-28 (post-approval) + Form INC-22 |
~2-3 months process |
ROC + Regional Director |
4. From One State to Another State in India |
Registered office moves across state boundaries (e.g., from Maharashtra to Karnataka) |
Board Resolution + Shareholders' Special Resolution + RD Approval + Alteration of MOA |
Form MGT-14 + Form INC-23 (for RD) + Form INC-28 + Form INC-22 + Form INC-27 (for MOA alteration) |
~2-3 months process |
ROC + Regional Director + Concerned State Governments |
5. From India to Outside India |
Generally not permitted under the Companies Act, 2013. Applicable only in case of foreign company incorporation or external restructuring. |
Requires RBI, MCA, and FEMA compliance |
Case-specific forms; no standard process |
Depends on case |
MCA + RBI + FEMA authorities |
The procedure for changing a company's registered office varies significantly as follows:
1. Change within Same City/Town/Village
When a company decides to change its registered office within the same city, town, or village, essentially within the local limits of the same municipality, the process is fairly straightforward.
Only a Board Resolution is required, and the company must file Form INC-22 with the Registrar of Companies (ROC) within 30 days of the change. No shareholder or external approvals are needed, making it the simplest form of address change.
2. Change from One City to Another within the Same State & Same ROC
If a company moves its registered office from one city or town to another but still falls under the jurisdiction of the same ROC (like shifting from Noida to Ghaziabad under ROC Kanpur), both a Board Resolution and a Shareholders’ Special Resolution are needed.
The company must file Form MGT-14 for the special resolution and Form INC-22 to notify the ROC. This must be done within 30 days of passing the special resolution.
3. Change from One ROC to Another within the Same State
When the office moves to a different city that falls under a different ROC jurisdiction (e.g., from Jaipur to Udaipur within Rajasthan), the process becomes more complex. It requires a Board Resolution, Shareholders’ Special Resolution, and approval from the Regional Director (RD).
The company must file Form MGT-14, Form INC-23 (for RD approval), Form INC-28 (after approval), and Form INC-22. The entire process typically takes around 2 to 3 months and involves coordination with both the ROC and the RD.
4. Change from One State to Another State in India
Shifting a registered office from one state to another, eg, from Maharashtra to Karnataka, involves multiple levels of compliance. The company must pass a Board Resolution and a Shareholders’ Special Resolution, obtain approval from the Regional Director, and also alter its Memorandum of Association (MOA).
Relevant filings include Form MGT-14, Form INC-23, Form INC-28, Form INC-22, and Form INC-27 (for the MOA change). This process also takes around 2 to 3 months, and coordination is required with the ROC, RD, and the concerned state governments.
5. Change from India to Outside India
Relocating a registered office from India to a foreign country is generally not permitted under the Companies Act, 2013, unless it's a case of foreign company incorporation or an external restructuring arrangement. Such a move involves strict compliance with RBI, MCA, and FEMA regulations.
There’s no fixed form set for this scenario; instead, filings are case-specific, depending on the structure and nature of the move. Timelines and processes vary widely, and approvals from multiple authorities like the MCA, the RBI, and FEMA are essential.