Documents to change registered office

Documents to change registered office

Changing a company's registered office under the Companies Act 2013 is not a single procedure — it is four distinct procedures, each with its own document set, forms and timelines. A shift within the same city requires only a board resolution and Form INC-22. A cross-state move layerson a special resolution, Form MGT-14, newspaper advertisements, a creditor affidavit, a list of creditors and a Regional Director application in Form INC-23. For FY 2026-27, every filing runs through the MCA V3 portal with DSC authentication. Get the category wrong and you waste weeks on the wrong form.

Why the Category of Change Determines Everything

Section 12 of the Companies Act 2013 and Rules 25 to 30 of the Companies (Incorporation) Rules 2014 build a tiered framework. The tier depends entirely on where you are going relative to where you are registered today.

Category 1 — Within the same city, town or village. The board of directors passes a resolution. You file Form INC-22 on MCA V3 within 15 days of the change. No special resolution, no Regional Director, no newspaper notice. This is the lightest path.

Category 2 — Outside local limits but within the same state and the same ROC jurisdiction. The board resolution is insufficient. You need a special resolution passed at an EGM or through postal ballot. MGT-14 is filed within 30 days of the resolution. INC-22 follows within 30 days of the change.

Category 3 — Change to a different ROC jurisdiction within the same state. This is the route most commonly confused with Category 2. When a company moves from ROC-Pune jurisdiction to ROC-Mumbai jurisdiction — or from ROC-Ernakulam to ROC-Chennai within old Tamil Nadu/Kerala arrangements — it requires Regional Director approval via Form INC-23 before INC-22 can be filed. Rule 28 of the Incorporation Rules governs this path.

Category 4 — Change from one state to another. This triggers the most demanding procedure under Section 13(4) read with Rule 30. The RD application is more elaborate: public notice in two newspapers, a verified list of creditors, a director's affidavit, the full amended Memorandum of Association and evidence that affected parties have had an opportunity to object. RD issues a confirmation order; only then can you file INC-22 with the ROC of the new state.

Identifying your category correctly in the first 30 minutes saves you from rebuilding the entire document set mid-process.

Complete Document Checklist by Change Type

Category 1 — Same City (Board Resolution + INC-22)

• Certified true copy (CTC) of the board resolution authorising the change
• New address proof — utility bill (electricity, telephone, gas) not older than two months, in the company's name or property owner's name
• No-Objection Certificate (NOC) from the property owner if the address is not in the company's name
• Rent or leave-and-licence agreement if the premises are rented, along with a recent rent receipt
• Sale deed or registered ownership document if the premises are owned by the company
• DSC of the authorised signatory (director or company secretary)

Category 2 — Same ROC, Different City (Special Resolution Route)

All Category 1 documents, plus:

• CTC of the special resolution (SR) passed at EGM or through postal ballot
• Notice of EGM with date, time, venue and explanatory statement as per Section 102
• Minutes of the EGM duly signed by the chairperson
• Form MGT-14 (filed within 30 days of SR) with SR copy, EGM notice and explanatory statement attached
• Affidavit of compliance signed by a director or company secretary (if required by ROC)

Category 3 — Different ROC, Same State (Regional Director Route)

All Category 2 documents, plus:

• Form INC-23 application addressed to the Regional Director having jurisdiction
• Copy of the Memorandum and Articles of Association (MOA and AOA)
• Copy of latest audited financial statements
• Certificate from a practising CA or CS confirming compliance with procedural requirements
• List of creditors as on a date not earlier than 30 days before the date of application, with names, addresses and amounts outstanding
• Affidavit from a director confirming that the creditor list is complete and correct and that no creditor has objected
• Evidence of payment of statutory filing fee for INC-23

Category 4 — Inter-State Change (Full RD Package)

All Category 3 documents, plus:

• Public notice published in a daily English-language newspaper and one principal vernacular-language newspaper, both circulating in the district of the existing registered office — published within 30 days of passing the SR
• Copies of the published newspaper cuttings with the masthead and date visible
• Acknowledgement or evidence that notice has been sent to affected creditors and debenture holders individually
• Copy of the amended MOA reflecting the new state in Clause II (State Clause)
• Board certificate that no winding-up petition is pending against the company
• Challan for payment of stamp duty on amended MOA (state-specific, new state's rules apply)
• After RD confirmation order: certified copy of the RD order to be attached to INC-22 filed with the ROC of the new state

The Key Forms: INC-22, INC-23 and MGT-14 Explained

Form INC-22 — Notice of Registered Office Situation

INC-22 is the primary filing on MCA V3 that officially records the new address. It captures the new address, CIN, nature of the premises (owned/rented/shared), and the documents listed above as attachments. The due date is within 30 days of the change (or within 30 days of the RD confirmation order for Categories 3 and 4). For Category 1, the window compresses to 15 days. There is no extension; late filings attract additional fees computed daily.

Form INC-23 — Application for RD Confirmation

INC-23 is the application you file with the Regional Director — not with the ROC. It includes a narrative explaining the reason for the change, a declaration of compliance, and all supporting documents as attachments. The RD is required to dispose of the application within 60 days under Rule 30(7). If no order is passed within 60 days and no objection has been received, the company may treat the change as confirmed — but in practice, wait for the formal written order before moving to INC-22. The prescribed fee for INC-23 is payable at the time of filing and is computed on the basis of the company's paid-up share capital as per the Companies (Registration Offices and Fees) Rules 2014 Schedule.

Form MGT-14 — Filing of Resolutions with ROC

Every special resolution must be filed via MGT-14 within 30 days of being passed. For registered office changes in Categories 2, 3 and 4, this means you are running two parallel timelines: MGT-14 within 30 days of SR, and either INC-22 directly or INC-23 preparation. Missing the MGT-14 deadline while focused on INC-23 is one of the most common sequencing errors in practice. The attachments to MGT-14 are the SR, the EGM notice and explanatory statement, and the EGM minutes.

Step-by-Step Procedure on MCA V3 for FY 2026-27

The sequence below applies to a Category 4 (inter-state) change, which is the most complex path. For simpler categories, skip the inapplicable steps.

1. Convene a board meeting. Approve shifting the registered office in principle, authorise convening of an EGM and approve the draft EGM notice (including an explanatory statement describing the reason for the shift, implications for employees, creditors and members, and the impact on existing contracts).

1. Dispatch EGM notice. Send to all shareholders, directors and auditors at least 21 clear days before the meeting (Section 101). If the SR is to be passed by postal ballot, follow the postal ballot timeline under Rule 22 of the Companies (Management and Administration) Rules 2014.

1. Pass the special resolution at EGM. The SR for inter-state change requires three-fourths majority of members present and voting in person or by proxy.

1. File MGT-14 within 30 days. Log into MCA V3 → My Workspace → File e-Form → MGT-14. Attach SR, EGM notice and signed minutes. Affix DSC of the authorised director.

1. Publish newspaper notice within 30 days of SR. Two newspapers — English and principal vernacular of the registered office district. The notice must state the company name, CIN, current and proposed registered office addresses, the RD to whom the application will be made, and an invitation for creditors or members to file objections within a specified period (typically 30 days from publication).

1. Prepare the creditor list. As on a date not earlier than 30 days before the date of filing INC-23. Get it certified by the company's statutory auditor or a practising CA or CS.

1. Execute the director's affidavit. A duly sworn affidavit from a director (or the managing director) confirming that no creditor objection has been received and that the list of creditors is true and complete. Execute before a magistrate, notary public or oath commissioner.

1. File INC-23 with the RD. Access MCA V3 → File e-Form → INC-23. Select the applicable Regional Director. Attach all documents. Pay the statutory fee. Note the SRN (Service Request Number) — you will need it for tracking.

1. Attend RD hearing if called. The RD may issue a hearing notice if any objection has been filed. Appear through an authorised representative (practising CS or CA) with all original documents.

1. Receive RD confirmation order. Once issued, this is the green signal. Amend the MOA to change the state in Clause II and get it adopted.

1. File INC-22 with the new state's ROC within 30 days of RD order. Attach the RD order, amended MOA, new address proof, NOC and all standard documents. The new ROC issues a fresh Certificate of Incorporation reflecting the new address and state.

1. Collect the new Certificate of Incorporation. This is your official proof of the completed change. Update all downstream registrations immediately.

Worked Example: Techforward Solutions Pvt Ltd Moves from Pune to Bengaluru

Techforward Solutions Pvt Ltd (Category 4 change: Maharashtra → Karnataka) is a two-director company with a paid-up capital of Rs. 10,00,000 and total creditors of Rs. 45,00,000.

Timeline and cost map:

Fee exposure (approximate):

• MGT-14 filing fee: As notified in the Companies (Registration Offices and Fees) Schedule — typically Rs. 300 for paid-up capital of Rs. 10,00,000
• INC-23 fee: As notified per Schedule (based on paid-up capital)
• INC-22 fee with ROC-Bengaluru: As notified per Schedule
• Newspaper publication (two papers): Rs. 8,000–15,000 depending on newspaper and word count
• Stamp duty on amended MOA in Karnataka: As per Karnataka Stamp Act rates
• Total out-of-pocket before professional fees: Rs. 25,000–40,000 depending on capital slab and state

Penalty scenario — what if INC-22 is filed on Day 205 instead of Day 148?

That is 57 days late. Under the Companies (Registration Offices and Fees) Rules 2014, additional MCA filing fee accrues at Rs. 100 per day of delay:

• Additional MCA fee: 57 × Rs. 100 = Rs. 5,700
• Statutory penalty under Section 12(8) of the Companies Act 2013: Company liable to a penalty of Rs. 1,000 per day of default, not exceeding Rs. 1,00,000. Two directors (officers in default) each exposed to the same rate up to Rs. 1,00,000 per person.
• Total adjudicated exposure (if penalty is levied at maximum): Company Rs. 57,000 + two directors Rs. 57,000 each = Rs. 1,71,000 in statutory penalties — plus the additional MCA fee.

Filing on time costs almost nothing extra. Missing the window by two months costs the company and its officers more than Rs. 1,75,000 before any professional fees to respond to show-cause notices.

Filing Fees, Timelines and the Penalty Calculator

Hard deadlines you must calendar:

Penalty formula under Section 12(8): Penalty = Rs. 1,000 × number of days of default — subject to maximum of Rs. 1,00,000 per entity (company + each officer in default). These are in-rem penalties; adjudication is by the ROC under Section 454.

Additional MCA filing fee for late e-forms: Additional fee = Rs. 100 × number of days beyond due date — this is a portal-level charge applied before you can submit the form. It is not waivable and has no published cap under the current fee schedule.

After the MCA Change: GST, Tax and Contracts

Getting the new Certificate of Incorporation is the end of the MCA chapter and the beginning of six parallel update tasks.

GST Registration — most time-sensitive:

• Intra-state change: File Form GST REG-14 (Amendment Application — Non-Core Field) within 15 days of the change on the GST portal. Upload address proof of the new premises. The GST officer approves or queries within 15 working days. Your GSTIN stays the same.
• Inter-state change: A new GSTIN is required in the new state. Apply for fresh registration in the new state first. Once active, file for cancellation of the old GSTIN in the old state. Transfer of input tax credit on capital goods and stock is governed by Section 18(3) of the CGST Act 2017 and Form ITC-02. Act quickly — you cannot issue tax invoices without a valid GSTIN for the new state.

Income Tax and TAN:

• Update your registered address in the Income Tax e-Filing portal (incometax.gov.in) under Profile → My Profile → Update Address. No separate form, but the address drives correspondence for assessment notices, refund orders and CPC processing.
• TAN address change: File Form 49B (amendment) offline at NSDL or use the online change request on the NSDL portal. Failing to update TAN leads to TDS-related notices being sent to the old address.

PAN: Company PAN is not affected by address change, but the registered address linked to PAN records should be updated through the NSDL/Protean portal using the PAN Change Request form.

Banks and financial institutions: Send formal written intimation (on company letterhead, with the new COI attached) to every bank where accounts are held, every NBFCs with loan accounts, and every depository participant. Update the address on all statutory bank account KYC records.

Contracts, leases and licences: Review existing contracts for jurisdiction and governing law clauses. Contracts specifying the courts of the old state's city as the exclusive jurisdiction may need addenda. Factory licences, Shops and Establishment registrations, FSSAI licences, import-export codes and MSME Udyam registrations also need address updates through their respective portals.

Common Mistakes That Trigger RD Remarks and Resubmissions

1. Filing INC-23 for a Category 2 change (same ROC, different city). Category 2 does not require RD approval. Filing INC-23 here delays the process by 60+ days unnecessarily. Confirm the ROC jurisdictions of both the old and new addresses before choosing your route.

2. Address proof older than two months. An electricity bill dated more than two months before the date of filing INC-22 is routinely rejected. Pull a fresh bill in the week before filing.

3. Newspaper notice in wrong language or wrong district. The vernacular newspaper must circulate in the district of the existing registered office, not the new location. Using a Hindi-language newspaper in a Marathi-speaking district, or publishing in a newspaper that does not have meaningful circulation in the relevant district, attracts specific RD remarks.

4. Creditor list certified more than 30 days before the INC-23 filing date. The list must reflect amounts outstanding as on a date not earlier than 30 days before the date of filing. If you prepare the list in advance and then delay filing, the list becomes stale and must be redone.

5. Director's affidavit not signed by the correct person. The affidavit must be signed by an authorised director — preferably the managing director or a director named in the board resolution authorising the shift. An affidavit signed by the company secretary alone, without director execution, is insufficient.

6. Missing MGT-14 while focused on INC-23. Teams preparing the INC-23 package often discover at Day 35 that MGT-14 was never filed. At that point, it is already 5 days late. MGT-14 and INC-23 preparation should run in parallel from Day 1.

7. Filing INC-22 with the old state's ROC after an inter-state change. INC-22 for an inter-state move must be filed with the ROC of the new state, not the old one. Filing with the wrong ROC is a nullity — the change is not recorded and the timeline continues to run.

8. Forgetting the stamp duty on the amended MOA. Several companies file a clean amended MOA without paying stamp duty in the new state. Stamp duty quantum varies by state. Budget for it before filing INC-22.

Key Takeaways

• Category first, documents second. The moment you know the origin and destination addresses, confirm which ROC each falls under. That single fact determines whether you need INC-23 or not.
• Four hard deadlines govern the process: MGT-14 (30 days), newspaper notice (30 days), INC-23 (promptly after SR), and INC-22 (30 days after RD order or change). Put all four in a shared calendar on the day the SR is passed.
• Late INC-22 is expensive. Section 12(8) exposes the company and each defaulting officer to Rs. 1,000 per day of delay, up to Rs. 1,00,000 each, in addition to the Rs. 100-per-day MCA portal surcharge.
• Inter-state moves trigger a new GSTIN. Begin the new state GST registration in parallel with the MCA process — not after. The window for ITC transfer under Form ITC-02 is finite.
• Document freshness matters. Address proof, creditor lists and affidavits all have time-bound validity. Sequencing your document collection tightly around the filing date prevents costly re-execution.
• RD resubmissions add 30–60 days. Every remark issued by the Regional Director resets the clock. Complete document hygiene on the first filing is worth the extra two days of preparation.
• The new Certificate of Incorporation is your trigger document. Only once it is in hand should you move to GST, bank, PAN/TAN and contract updates — and those updates should then move within the same week.