When your company moves premises and the registered office address on the MCA records is still the old one, you have a compliance problem. Every statutory notice, summons, board meeting communication, and ROC filing assumes your registered office is the last address recorded with the Registrar of Companies. If it is wrong, documents returned undelivered create legal uncertainty, directors face penalties under Section 12(10) of the Companies Act 2013, and third parties dealing with your company may question its legitimacy. Section 12(1) of the Act mandates that every company shall have a registered office within 30 days of incorporation, and Section 12(9) requires that any change of registered office be filed with the MCA portal within 30 days of the passing of the relevant board or shareholders' resolution. Failure to file attracts compounding fees and, in extreme cases, violation notices. The solution is a formally filed and approved Registered Office Change under the Companies Act 2013 and the MCA21 portal. KAMRIT Financial Services LLP manages this end to end: drafting the board resolution and shareholders' resolution, preparing and e-filing Form INC-22 on the MCA portal, publishing the mandatory newspaper advertisements, filing Form MGT-14 for the special resolution, and coordinating with the jurisdictional Registrar of Companies until the updated incorporation certificate is issued. We handle the paperwork so your business can focus on settling into the new premises without a compliance overhang.
What is Registered Office Change in India 2026?
A Registered Office Change is a legally notified alteration of a company's principal place of business as recorded with the MCA. It is not merely a logistical move of furniture and files; it is a formal amendment to the company's statutory record that requires board and shareholder approval, MCA e-filing, newspaper publication, and in some cases Regional Director approval. The Companies Act 2013 treats the registered office address as the company's legal domicile for all official communications from the Central Government, shareholders, creditors, and courts. Any change triggers obligations under Section 12 read with the Companies (Incorporation) Rules 2014. The process differs depending on whether the new office remains within the jurisdiction of the same Registrar of Companies, moves to a different ROC within the same state, or relocates to a different state entirely. For intra-ROC changes, the company files Form INC-22 and Form MGT-14 with the MCA portal and publishes two newspaper advertisements. For inter-state changes, it must additionally file Form INC-23 with the Regional Director and obtain prior approval before filing INC-22. The Registrar of Companies under the Ministry of Corporate Affairs owns the filing and approval process; the Regional Director (North, South, East, West, or Central) intervenes only for cross-state relocations. The registered office address also determines the applicable state under the CGST Act 2017 for goods and services tax purposes, and affects the company's jurisdiction for labour law registrations and state-specific shop and establishment filings.
Who needs this
Any company incorporated under the Companies Act 2013 that has passed a board resolution or shareholders' resolution to shift its registered office qualifies. Eligibility is determined by the type of change, not the size or turnover of the company.
- The company is registered under the Companies Act 2013, including private limited, public limited, one-person company, or section 8 company.
- The shareholders have passed an ordinary resolution (for intra-ROC changes) or a special resolution (for inter-ROC or inter-state changes) at a general meeting.
- The new premises is either owned by the company, taken on lease, or held under a valid leave and licence agreement.
- No winding-up petition is pending against the company before the Company Law Board or NCLT.
- For inter-state changes, no investigation proceedings under Sections 210 to 227 of the Companies Act 2013 are pending.
- For section 8 companies, the Regional Director's prior approval has been obtained before the shareholders' resolution.
- The new registered office address falls within the jurisdiction of a valid state, it must be within India and cannot be a location without a valid postal address eligible for MCA record entry.
- The company has no outstanding annual return filings (Form MGT-7 or AOC-4) that have lapsed beyond the permissible delay for compounding.
- If the change involves a change of bank account branch, the company has assessed whether any lender consent or existing loan covenant review is required.
- The company is not struck off or in the process of being struck off under Section 248 of the Companies Act 2013.
Documents required
The document stack for a Registered Office Change is built around the board and shareholder resolutions, the address proof for the new premises, and the MCA e-forms. Each document must be current, legible, and signed as per the Companies (Appointment and Qualification of Directors) Rules 2014.
- Special Resolution or Ordinary Resolution passed at the general meeting, signed and dated, clearly stating the old and new registered office addresses.
- Form INC-22 (Notice of situation of registered office) filed on the MCA portal with the new address, verified by a director or company secretary.
- Form MGT-14 filed on the MCA portal within 30 days of the shareholders' meeting, containing the text of the special resolution.
- Board Resolution authorising a director or PCS to sign and file the INC-22 and MGT-14 forms on behalf of the company.
- Newspaper advertisement published in one English-language newspaper and one in the regional language of the state where the old registered office was situated, with the prescribed text under Rule 25 of the Companies (Incorporation) Rules 2014.
- Proof of new registered office address: registered lease deed or sale deed, or latest electricity bill or water tax receipt not older than two months.
- NOC (No-Objection Certificate) from the current landlord if the premises is taken on lease and the landlord's permission is required under the lease agreement.
- Updated MOA (Memorandum of Association) with the new state or city clause if the change involves a new ROC jurisdiction; updated AOA (Articles of Association) if address is mentioned in the AOA.
- PAN card of the company and valid Director Identification Numbers (DINs) of all directors.
- Form 23AD (if applicable for cross-state change) filed as part of the INC-23 application to the Regional Director.
- Updated list of all authorised signatories for bank accounts and GST registration reflecting the new address.
- ROC-2 acknowledgement copy from the previous registered office filing, if applicable for cross-verification.
How KAMRIT runs it, step by step
The Registered Office Change process follows a sequential statutory path. Each stage has a defined trigger and a defined deliverable. Delays at one stage cascade through the rest, which is why experienced filing support matters.
- Initial consultation and document audit. KAMRIT reviews the company's current MCA records, MOA, AOA, and board composition to determine whether the change is intra-ROC, inter-ROC within the same state, or inter-state. We identify whether a special resolution or ordinary resolution is required and confirm the applicable state stamp duty and newspaper publication requirements. This stage is completed within 2 working days of receiving the CIN and board resolution copy.
- Drafting and vetting the shareholders' resolution. If a special resolution is required (inter-ROC or inter-state change), KAMRIT drafts the resolution and explanatory statement for inclusion in the Notice of AGM or EGM under Section 102(2) of the Companies Act 2013. We ensure the resolution text correctly identifies both the old and new addresses and the effective date of change. The drafted resolution is reviewed by the company's director or CS before circulation to shareholders.
- Assisting with the general meeting and obtaining approvals. KAMRIT guides the company through convening the AGM or EGM, confirming quorum requirements, and recording the minutes of the meeting. For inter-state changes, we also prepare the Regional Director application (Form INC-23) with supporting documents including the reasons for the proposed change, details of the new office, and consent of creditors if required.
- E-filing Form INC-22 and Form MGT-14 on MCA portal. Within 15 days of the passing of the board or shareholders' resolution (Section 12(9) timeline), KAMRIT prepares and e-files Form INC-22 on the MCA21 portal. INC-22 contains the new registered office address, verification by a director, and attachments including address proof. Simultaneously, Form MGT-14 is e-filed within 30 days of the shareholders' meeting containing the special resolution text. Both forms require digital signature by a director or company secretary with a valid DIN and DSC.
- Newspaper advertisement and ROC intimation. Within 30 days of the resolution, the company must publish a newspaper advertisement in Form 2 or in the prescribed format under Rule 25 of the Companies (Incorporation) Rules 2014. The advertisement appears in one English-language newspaper and one in the regional language of the state where the registered office is currently situated. KAMRIT coordinates with the publication, selects the qualifying newspapers, and retains the original published copies with publisher's affidavits as proof.
- ROC processing and company record updation. After e-filing and advertisement, the jurisdictional Registrar of Companies processes the INC-22. For intra-ROC changes, this typically takes 15 to 30 working days for the ROC to update the master data and issue an acknowledgment. KAMRIT monitors the MCA portal and follows up with the ROC registry directly when processing exceeds 20 working days.
- Post-approval compliance updates. Upon ROC approval and updated incorporation certificate, KAMRIT assists the company in updating the GST registration address (Form GST REG-14 within 30 days under Section 30 of the CGST Act 2017), the company PAN card address, TAN intimation to the Income Tax department, bank account branch address update, and any state-specific labour law registrations.
Timeline
The total timeline from the date of the board meeting resolution to receipt of the updated MCA incorporation certificate depends on the nature of the change. For a straightforward intra-ROC change, where the new registered office remains within the jurisdiction of the same Registrar of Companies, the process takes 20 to 45 working days: 5 to 7 days for internal preparation and resolution drafting, 2 to 3 days for MCA e-filing (Form INC-22 and MGT-14), and 15 to 30 working days for ROC processing and master data updation on the MCA portal. The newspaper advertisement must appear within 30 days of the resolution and does not add to the total calendar days if coordinated in parallel. For inter-ROC changes within the same state, the ROC processing time extends to 30 to 60 working days as the filing is flagged for cross-ROC verification. For inter-state changes, the process runs 60 to 120 working days: Form INC-23 must be filed with the Regional Director first, the Regional Director typically takes 30 to 60 days to process the application and may call for additional clarification or hearing, and only after RD approval is Form INC-22 filed with the destination ROC, which then takes an additional 15 to 30 working days. Government fee processing timelines at the MCA registry are outside KAMRIT's direct control and are a known variable that adds to the end-to-end duration.
How our pricing compares
KAMRIT's Registered Office Change service starts at ₹3,499 for a straightforward intra-ROC filing. This fee covers the complete end-to-end service: document drafting, MCA e-filing of Form INC-22 and Form MGT-14, newspaper advertisement coordination, and post-filing follow-up with the ROC until the updated certificate is issued. Government filing fees at the MCA portal are a nominal ₹500 and are typically paid by the client directly or included in KAMRIT's package fee depending on the agreed scope. IndiaFilings charges ₹4,999 to ₹9,999 for intra-ROC registered office changes, with government fees and stamp duty charged separately. Vakilsearch prices this service in the ₹5,999 to ₹12,000 range and also adds notary, courier, and stamp duty charges as extras. ClearTax offers the service from ₹5,499 upward but bundles it with annual compliance packages rather than as a standalone service, making the effective cost higher if a company only needs the registered office change. LegalRaasta quotes ₹4,500 to ₹8,000 for basic filings but charges separately for each additional form and newspaper advertisement. KAMRIT's ₹3,499 starting price positions it as the most competitive standalone MCA filing service among these named providers for the intra-ROC category. The price advantage is justified because KAMRIT operates as a lean, technology-enabled compliance practice with standardised filing workflows and direct MCA portal access. State-specific stamp duty varies by location, for example, Maharashtra attracts ₹500 stamp duty per document for MOA amendment while Karnataka attracts ₹100, and this is transparently quoted as an add-on rather than bundled into the base fee. For inter-state changes that require Form INC-23 and Regional Director approval, KAMRIT's fees are custom-quoted based on the specific states involved because the complexity and processing time differ materially between a change from Delhi to Haryana versus Delhi to Karnataka.