Documents to change registered office

Changing the registered office of an Indian company requires a board resolution, address proof, NOC from the property owner, special resolution where the change crosses local limits, and Form INC-22 filing within 30 days. Inter-ROC and inter-state shifts also require Regional Director approval through Form INC-23, public notice in newspapers, and creditor list affidavits. After MCA approval, GST registration must be updated via REG-14 within 15 days, and PAN, TAN and bank records adjusted accordingly.

Mayank Wadhera

Published: 12 Apr 2023

Updated: 16 May 2026

3 min read

Changing the registered office of a company is a regulatory event with consequences for jurisdiction, tax filings, statutory notices and contractual addresses. For FY 2026-27, MCA V3 portal handles the entire process digitally, but the document set varies sharply depending on whether the change is within the same city, between cities under the same ROC, between ROC jurisdictions or between states. The Companies (Incorporation) Rules 2014 set the procedural rails.

Three Categories of Registered Office Change

Within the same city, town or village — board resolution and Form INC-22 within 15 days.
Outside the local limits but within the same state and ROC jurisdiction — special resolution and Form INC-22.
Outside the local limits and into a different ROC's jurisdiction within the same state — Regional Director approval through Form INC-23 followed by INC-22.
From one state to another — Regional Director approval after public notice, NOC from creditors, advertisement in newspapers and shareholder special resolution.

Common Document Checklist

Certified true copy of board resolution authorising the change.
Special resolution where required, with EGM notice, explanatory statement and minutes.
Form MGT-14 filed within 30 days of passing the special resolution.
New address proof — utility bill not older than two months in the company's name or owner's name with NOC.
Rent or lease agreement if premises are rented, with rent receipt.
Sale deed or ownership document if owned.
No-Objection Certificate from the owner where premises are not in the company's name.
Digital signature certificates of authorised directors and the company secretary.

Inter-State Change Additional Documents

Public notice in English and vernacular newspapers within 30 days of special resolution.
Affidavit of director confirming no creditor objection and listing all creditors.
List of creditors with names, addresses and amounts as on a date not earlier than 30 days from filing.
Application to Regional Director in Form INC-23 with prescribed fee.
Copy of memorandum and articles of association.
Certificate from chartered accountant or company secretary on compliance.

Procedural Flow on MCA V3

After passing the board resolution and where applicable the special resolution, file MGT-14 within 30 days. For inter-state changes, apply for RD approval via INC-23 with all documents and pay statutory fees. RD issues an order after hearing objections, if any. Within 30 days of RD order, file INC-22 with the order, address proof and NOC. ROC issues a fresh certificate reflecting the new address.

Tax and GST Implications

After the MCA registered office change, update GST registration through Form REG-14 within 15 days, link the new address in the income tax e-Filing profile, update the address in PAN and TAN records, and intimate banks, customers and vendors. For inter-state shifts, a new GSTIN may be required at the new state. Existing TDS deduction and challan addresses also need updating.

Common Pitfalls

Late filing of INC-22 (beyond 30 days) attracts ₹100 per day additional fees with no upper cap. Inter-state RD applications often fail when creditor objections are not properly addressed, when the public notice is published in the wrong language, or when affidavits are not signed by the correct authorised director. Tight document hygiene avoids RD remarks and resubmission cycles.

Conclusion

Registered office change is procedurally heavy, especially across states. Build a 60-day checklist covering board approval, special resolution, public notice, RD application, INC-22 and downstream GST/PAN updates. Use MCA V3 with proper DSC setup and complete document hygiene to close cleanly in FY 2026-27.

Frequently Asked Questions

What documents are needed to change a company's registered office?

You need a board resolution, special resolution where applicable, address proof such as utility bill not older than two months, rent agreement or sale deed, NOC from the owner, list of creditors for inter-state shifts, and Form INC-22 along with MGT-14 and INC-23 (where Regional Director approval is required) on MCA V3.

How long does inter-state registered office change take?

Inter-state change typically takes 60 to 90 days. After board and shareholder approvals, public notice must run for at least 30 days, then the Regional Director application via INC-23 is filed. RD usually disposes the application within 60 days. INC-22 must follow within 30 days of the RD order to update the address.

Do I need a new GSTIN if I change my registered office to another state?

Yes. GST is state-administered. If your registered office and principal place of business move to a new state, you must apply for a fresh GSTIN in the new state through Form REG-01 and surrender the old registration via REG-16 after compliance closure. The transition needs careful ITC reconciliation.

What is the penalty for late filing of INC-22?

INC-22 must be filed within 30 days of the registered office change. Late filing attracts additional fees of ₹100 per day with no upper cap, and persistent non-compliance can trigger penalty under section 12 of the Companies Act on the company and every defaulting officer. Director disqualification can follow continued default.