Change of Registered Office Within Same City
Changing your registered office within the local limits of the same city, town, or village is a simple process. We handle Board Resolution drafting and Form INC-22 filing, ensuring seamless MCA compliance. Update your address hassle-free!
Timeline for Local Registered Office Change
Document Prep
Gathering the latest utility bill, NOC from the owner, and rent agreement, and drafting the Board Resolution agenda.
Board Meeting
Conducting the Board Meeting to formally pass the resolution approving the registered office shift and authorising the filing.
INC-22 Filing
Preparing and digitally signing e-Form INC-22 and submitting it to the RoC with the resolution and address proofs attached.
RoC Approval
RoC validates the form. Upon approval (often immediate via Straight Through Processing), the Company Master Data is updated.
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Requirements for Local Address Change
Shifting the registered office within local limits involves specific legal prerequisites to ensure compliance with Section 12 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014.
Board Approval Mandatory
The Board of Directors must authorise the change through a formal resolution passed at a duly convened Board Meeting as per Section 173 read with Secretarial Standard-1 (SS-1).
No Shareholder Consent Required
As per Section 12(5), if the shift is within local limits of the same city, town, or village, approval from shareholders via Special Resolution is not required under the Act.
New Physical Premises
The new location must be a physical address capable of receiving official communications. It cannot be a vacant plot, P.O. Box, or premises incapable of business operations.
Valid Address Proof
Documentary evidence of the new address is mandatory, including ownership documents such as a sale deed or rental agreement, along with a recent utility bill dated within the past 2 months.
NOC from Owner
If the premises are rented, leased, or owned by a director without a formal lease to the company, a No Objection Certificate (NOC) from the property owner is essential under Rule 25.
ROC Intimation Timeline
The Registrar of Companies must be notified via Form INC-22 within 30 days of the Board Resolution date as mandated by Section 12(4) and Rule 27 of the Incorporation Rules, 2014.
Process for Changing Office Within the Same City
The procedure for shifting a registered office within the local limits of the same city, town, or village is streamlined. It primarily involves board authorisation and subsequent filing with the RoC under Section 12 of the Companies Act, 2013.
Step 1: Convene a Board Meeting
The process begins by issuing formal notice to all directors as per Section 173 of the Companies Act, 2013, and Secretarial Standard 1 (SS-1). During the meeting, the Board of Directors must pass a resolution approving the new address and authorising a Director or Company Secretary to file necessary forms with the MCA. This ensures internal authorisation for the shift.
Step 2: Prepare Documentation for New Office
Concurrently, the company must finalise documentation for the new premises. This includes executing the notarised rental or lease agreement, obtaining a rent-paid receipt issued within the last month, obtaining a No Objection Certificate (NOC) from the owner, and securing the latest utility bill issued within the previous 2 months. These documents are mandatory attachments for RoC filing, complying with Rule 25 of the Companies (Incorporation) Rules, 2014.
Step 3: File Form INC-22 with the RoC
Within 30 days of passing the Board Resolution, the company must file e-Form INC-22 (Notice of situation or change of situation of registered office) with the RoC, as mandated by Section 12(4). This form must be digitally signed by the authorised director and certified by a practising professional (CA/CS/CMA). All required documents, including the CTC of the Board Resolution, must be attached.
Step 4: RoC Approval and Post-Compliance
Upon submission, the RoC verifies the application. Often processed via STP (Straight Through Process), approval can be quick. Once approved, the MCA master data is updated. The company must then update its new address on all statutory records, letterheads, and signboards, as per Section 12(3), and with other authorities such as GST, banks, and Income Tax (PAN/TAN).
Government Fees for E-Form INC-22 Filing
The company’s authorised share capital determines the filing fees for E-Form INC-22 as per the Companies (Registration Offices and Fees) Rules, 2014.
| Standard ROC Filing Fee | ||
|---|---|---|
| No | Authorised Capital | ROC Fee |
| 1 | Less than ₹1,00,000 | ₹200 |
| 2 | ₹1,00,000 to ₹4,99,999 | ₹300 |
| 3 | ₹5,00,000 to ₹24,99,999 | ₹400 |
| 4 | ₹25,00,000 to ₹99,99,999 | ₹500 |
| 5 | ₹1,00,00,000 or more | ₹600 |
Additional Fees for Delayed Filing
| No | Period of Delay | Additional Fee |
|---|---|---|
| 1 | Up to 15 days | 1 time the standard fee |
| 2 | More than 15 days and up to 30 days | 2 times the standard fee |
| 3 | More than 30 days and up to 60 days | 4 times the standard fee |
| 4 | More than 60 days and up to 90 days | 6 times the standard fee |
| 5 | More than 90 days and up to 180 days | 10 times the standard fee |
| 6 | More than 180 days | 12 times the standard fee |
Higher Additional Fees for Repeat Delays
| No | Period of Delay | Higher Additional Fee |
|---|---|---|
| 1 | Up to 15 days | 2 times the standard fee |
| 2 | More than 15 days and up to 30 days | 4 times the standard fee |
| 3 | More than 30 days and up to 60 days | 8 times the standard fee |
| 4 | More than 60 days and up to 90 days | 12 times the standard fee |
| 5 | More than 90 days and up to 180 days | 20 times the standard fee |
| 6 | More than 180 days | 24 times the standard fee |
📌 Note
- Higher additional fees shall be payable if there is a delay in filing e-Form INC-22 on two or more occasions within a period of 365 days from the date of filing of the last such belated e-form for which an additional fee or higher additional fee was payable.
- Wherever a higher additional fee is payable, the regular additional fee shall not be charged separately.
- E-Form INC-22 filed before the commencement of the Companies (Registration Offices and Fees) Amendment Rules, 2022, shall not be reckoned for determining the higher additional fee.
⚠️ Penalties for Non-Compliance: Failure to comply with the requirements of Section 12 of the Companies Act, 2013, regarding the registered office will result in a penalty of ₹1,000 per day for the company and every defaulting officer, up to a maximum of ₹1,00,000 each (Section 12(8)). Furthermore, suppose the Registrar has reason to believe the company is not operating at its registered office. In that case, they may conduct physical verification, which could lead to the RoC initiating action to remove the company’s name from the register under Chapter XVIII, in addition to monetary penalties (Section 12(9)).
Frequently Asked Questions
The change of a registered office is governed by Section 12 of the Companies Act, 2013, read with Rules 25 and 27 of the Companies (Incorporation) Rules, 2014. Section 12(4) mandates that any change in the registered office be notified to the RoC within 30 days.
Local limits refer to the geographic area under the jurisdiction of a municipality or regional governing body, such as a city, town, or village. If the new address is within these boundaries and the RoC jurisdiction remains unchanged, the simplified process under Section 12(4) applies.
No, shareholder approval via Special Resolution is not required. As per Section 12(5) of the Companies Act, 2013, a change within the local limits of the same city, town, or village requires only a resolution passed by the Board of Directors.
A Special Resolution is compulsory if the company is shifting its registered office outside the local limits of the current city, town, or village, or if the shift involves changing the state or the jurisdiction of the Registrar of Companies as specified under Section 12(5).
No, alteration of the MOA is not required when changing the registered office within the same city. The MOA’s Situation Clause under Section 13 specifies only the state where the registered office is situated, not the full address.
No, the RoC does not issue a fresh Certificate of Incorporation for a change of address within the same city or state. A fresh certificate is only issued when the registered office is shifted from one state to another under Section 13(4).
Form INC-22 is the e-form prescribed by the MCA for notifying the RoC about the location of a company’s registered office at incorporation, or any subsequent changes to it, as required under Section 12(2) and 12(4) read with Rule 25 and 27 of the Companies (Incorporation) Rules, 2014.
Form INC-22 must be filed with the RoC within 30 days of the change taking effect, typically the date the Board Resolution is passed. This timeline is specified under Section 12(4) and Rule 27 of the Companies (Incorporation) Rules, 2014.
Form INC-22 must be digitally signed by an authorised signatory of the company (Director, Manager, CEO, CFO, or Company Secretary). Additionally, it must be certified by a practising professional—Chartered Accountant, Company Secretary, or Cost Accountant.
The government fee depends on the authorised share capital of the company. It ranges from Rs. 200 (for capital less than Rs. 1 Lakh) to Rs. 600 (for capital of Rs. 1 Crore or more). Companies without share capital pay Rs. 200.
Form INC-22 requires the applicant to provide the full address of the police station under whose jurisdiction the new registered office is situated. This is a mandatory field in the e-form for verification purposes.
If the RoC finds discrepancies such as outdated utility bills, incorrect NOC format, or mismatched addresses, the form may be sent for resubmission. The company must correct errors and resubmit the form within the time provided by the RoC.
Required documents include proof of ownership (Sale Deed) OR a notarised Rent/Lease Agreement along with a rent paid receipt not older than one month, a recent utility bill not older than two months, such as electricity, water, or telephone bill, and a No Objection Certificate from the owner if premises are rented, as prescribed under Rule 25.
No, the Companies (Incorporation) Rules, 2014, specifically mandate that the utility bill submitted as proof of registered office address must not be older than two months from the date of filing the e-form.
An NOC is required if the premises are rented, leased, or if the premises are owned by a director or another person and used by the company without a formal lease agreement. It confirms the owner permits use of the address as the registered office.
This is acceptable and common practice. The company must also submit a valid, notarised Rent/Lease Agreement with a rent receipt dated within the last 1 month, and a No Objection Certificate from the landlord whose name appears on the utility bill.
Suppose a director owns the premises. In that case, the company must provide proof of ownership in the director’s name, the latest utility bill, and a specific NOC from the director allowing the company to use the address as its registered office.
If the new premises are co-owned, the NOC should ideally be signed by all co-owners, or by one owner who is formally authorised by the others to issue the NOC on behalf of all owners.
If the form is not filed within 30 days, the company will incur additional late filing fees. Furthermore, under Section 12(8), the company and officers in default may face fines of Rs. 1,000 per day the default continues, up to a maximum of Rs. 1,00,000 each.
Yes, as per Section 12(3)(a) of the Companies Act, 2013, every company must paint or affix its name and the address of its registered office in a conspicuous position and in legible letters on the outside of the office.
After approval, the company must update its address on all letterheads, invoices, and official documents. It must paint or affix its name and new address outside the new office as per Section 12(3), and update records with banks, GST authorities, Income Tax (PAN/TAN), and other relevant licences.
Yes, updating the address with the MCA does not automatically update it with the GST authorities. You must apply for amendment of the core field (Principal Place of Business) on the GST portal separately after RoC approval.
Yes, if the company holds an IEC, the address must be updated on the Directorate General of Foreign Trade (DGFT) portal to ensure consistency across all government records.
Every company must have a registered office within 30 days of incorporation. If a company fails to maintain a registered office capable of receiving communications, the RoC may initiate action, including striking off the company’s name from the register under Section 12(9).
Yes, the process of notifying the RoC via Form INC-22 is altogether online, involving digital signatures and e-form submission on the MCA portal. Internal processes, such as the Board Meeting, can also be conducted via video conferencing as per MCA circulars.
STP is an automated approval process used by the MCA for certain filings, including many INC-22 forms for local shifts. If the form is filed correctly and passes computerised checks, it may be approved immediately without manual intervention by an RoC officer.
You can verify the updated address by checking the ‘Company Master Data’ on the MCA portal using the company’s CIN. Once Form INC-22 is approved, the new address will be reflected in the master data.
Yes, a registered office can be located at a residential property, provided it complies with local laws and municipal regulations. The company must provide the necessary documentation, including proof of ownership, a utility bill, and an NOC from the residential owner.
Yes, a co-working space can serve as a registered office. The company needs a formal agreement with the co-working provider, an NOC from the provider, and the utility bill for the premises to file with the RoC.
No, LLPs follow a different procedure governed by the LLP Act, 2008. To change the registered office of an LLP, Forms 15 (Notice for change of place of registered office) and 3 (LLP Agreement amendment) must be filed with the RoC.
