ROC & Corporate Compliance / Company Changes
Registered Office Change
Move your company registered office within the same city, to another ROC in your state or to another state, with the resolutions, notices and MCA forms handled for you.
Overview
The registered office is the address on record with the Ministry of Corporate Affairs (MCA). Government notices, statutory registers and legal service all go there. When a company relocates, the MCA record has to be updated through the Registrar of Companies (ROC). How much paperwork this needs depends on how far the office moves.
Who needs it
- A company moving to a new building in the same city or town.
- A company moving to a different ROC jurisdiction inside the same state.
- A company relocating to another state, for example for a tax, investor or operational reason.
- A company whose lease ended and whose old address can no longer receive mail.
What Zenith does
Zenith first listens to why the office is moving and confirms which of the three cases applies. A relationship manager then shares a checklist specific to your move, drafts the board or members' resolutions, the owner's no-objection letter and the notices, prepares the MCA e-forms and files them through appropriately authorised professionals. You get milestone updates and, at the end, the updated records with a short explanation of what else to change (GST, bank, licences). Timelines depend on completeness, complexity and authority processing.
Eligibility and key rules
| Type of move | Approval | Forms |
|---|---|---|
| Same city or town, same ROC | Board resolution | INC-22 |
| Same state, different ROC | Special resolution and Regional Director confirmation | MGT-14, INC-23, INC-28, INC-22 |
| Another state | Special resolution, MOA amendment, creditor notice, Central Government approval (exercised through the Regional Director) | MGT-14, INC-23, INC-28, INC-22 |
- The new address must be a real premises with ownership or lease proof.
- A move to another state changes the state in the MOA, so the MOA must be amended.
- The move cannot go ahead while an inquiry, inspection or prosecution against the company is pending.
- Secured creditors and other creditors should be told about an inter-state move, and objections must be settled before the Regional Director confirms.
- The change must be reported to the ROC within 30 days.
Documents required
- Board resolution, or special resolution for ROC or state changes.
- Rent agreement or sale deed for the new premises.
- Utility bill (electricity, water or gas) not older than two months.
- No-objection certificate from the premises owner.
- Altered MOA if the state changes.
- List of creditors and their consent, for an inter-state move.
- Copy of the newspaper notice, where one is required.
- Identity details and DSC of the signing director.
Process and timeline
- Confirm the type of move and the new address proof.
- Hold the board meeting; for ROC or state changes, hold an EGM and pass a special resolution.
- File MGT-14 within 30 days of the special resolution.
- For a different ROC or state: publish the notice, collect creditor positions and apply to the Regional Director in INC-23.
- After the Regional Director's order, file INC-28 with the ROC (the sources read give 30 days from receiving the order in one case and 60 days in another, so Zenith confirms the period).
- File INC-22 to update the registered office on MCA records; the INC-28 and MGT-14 acknowledgement numbers are needed for it.
- Update GST, PAN, bank, licences, letterheads and contracts.
Timelines depend on completeness, complexity and authority processing, and inter-ROC or inter-state moves take considerably longer than a same-city move.
Government fees, penalties and due dates
- INC-22 fee depends on authorised capital; the source we read shows a range from about ₹200 to ₹5,000.
- INC-23 application to the Regional Director carries its own fee (about ₹5,000 in the source read), plus newspaper notice costs.
- MGT-14 fee depends on authorised capital.
- Reporting the new address is due within 30 days; late filings attract additional fees.
- Not maintaining or updating a registered office can attract a penalty on the company of up to ₹1,000 per day with an overall cap, and a penalty on officers in default, per the public source read.
Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.
Common mistakes
- Signing the lease and moving before the resolutions and INC-22 are done.
- Using a utility bill older than two months or one not in the owner's or company's name.
- Forgetting the owner's NOC for a rented office.
- Treating an inter-state move like a same-city move and skipping the MOA amendment.
- Not updating GST, bank and licences after the MCA record changes.
- Letting the 30-day reporting window lapse.
FAQs
Do shareholders have to approve a move within the same city?
No. A board resolution is enough for a move inside the same city or town under the same ROC, followed by INC-22.
Can the company keep working while the application is pending?
Yes, but notices sent to the old address may still be treated as served until MCA records change, so keep that address monitored.
Do I need a newspaper notice?
Moves to another ROC or another state need notice as part of the Regional Director process. Zenith will confirm the exact requirement for your case.
Does my GST registration change automatically?
No. GST, PAN, bank accounts and licences are updated separately after the MCA record is changed.
Is a rented office acceptable as the registered office?
Yes, with a rent agreement, recent utility bill and the owner's no-objection letter.
How long does it take?
It depends on the type of move, completeness of documents and the authority's processing. Zenith gives an indicative plan after scoping.