Registered Office Change
Changing the official communication address of the company from one location to another.
Registered Office Change
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Registered Office Change – Complete Details
1. What is a Registered Office?
A Registered Office is the official address of a company as recorded with the Registrar of Companies (ROC).
All statutory communications, notices, and legal documents are sent to this address.
2. What is Change of Registered Office?
Change of Registered Office means shifting the company’s official address and updating the same with the ROC as per the Companies Act, 2013.
3. Legal Provisions
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Section 12 – Registered Office of Company
-
Section 13 – Alteration of MOA (in certain cases)
-
Rule 25 of Companies (Incorporation) Rules, 2014
4. Types of Registered Office Change
The procedure depends on where the office is shifted:
Type 1: Within the Same City/Town/Village
✔ Simple process
✔ Board Resolution sufficient
Type 2: From One City to Another (Same ROC & Same State)
✔ Shareholder approval required
✔ No Central Government approval
Type 3: From One ROC to Another (Same State)
✔ Special Resolution required
✔ Approval from Regional Director (RD)
Type 4: From One State to Another State
✔ Most complex process
✔ Requires:
-
Special Resolution
-
Regional Director approval
-
Alteration of MOA
-
Newspaper advertisement
5. When is Registered Office Change Required?
-
Business expansion
-
Cost reduction
-
Better compliance management
-
Change in operational location
-
Strategic or administrative reasons
6. Documents Required
-
Proof of new address (Electricity Bill / Rent Agreement)
-
NOC from owner (if rented)
-
Utility bill (not older than 2 months)
-
Board Resolution
-
Special Resolution (if applicable)
7. Step-by-Step Procedure (Category-wise)
A. Change Within Same City
Steps:
-
Board Meeting
-
Pass Board Resolution
-
File Form INC-22 within 30 days
Forms Required: INC-22
Approval Needed: Board of Directors
B. Change to Another City (Same ROC, Same State)
Steps:
-
Board Meeting
-
Extraordinary General Meeting (EGM)
-
Pass Special Resolution
-
File INC-22 & MGT-14
C. Change from One ROC to Another (Same State)
Steps:
-
Board Resolution
-
Special Resolution
-
Apply to Regional Director
-
File INC-23
-
File INC-22 & MGT-14
D. Change from One State to Another
Steps:
-
Board Resolution
-
Special Resolution
-
Newspaper Advertisement
-
File INC-23 with RD
-
Approval from RD
-
File INC-22 & MGT-14
-
Alter MOA (State Clause
8. ROC Forms Involved
|
Form |
Purpose |
|
INC-22 |
Change of Registered Office |
|
MGT-14 |
Filing of Resolution |
|
INC-23 |
RD Approval |
|
INC-28 |
RD Order filing |
9. Time Required
|
Type |
Time |
|
Same City |
2–3 working days |
|
Same State |
5–7 working days |
|
Different State |
30–60 days |
10. Government Fees
-
Depends on company’s authorized capital
-
RD approval cases involve additional fees
-
Fees are non-refundable
11. Penalty for Non-Compliance
-
Delay in filing attracts additional fees
-
Company & officers may face penalties
-
Incorrect address affects legal notices
12. Post-Change Compliance Checklist
✔ Update company letterhead
✔ Update GST, PAN, TAN, Bank records
✔ Update MCA master data
✔ Inform stakeholders
13. Important Points to Remember
-
Registered office must be capable of receiving communications
-
Proof documents must be valid and recent
-
Filing must be done within 30 days
-
Address change does not affect company identity
14. Applicability
|
Entity |
Applicable |
|
Private Limited Company |
✔ Yes |
|
Public Limited Company |
✔ Yes |
|
OPC |
✔ Yes |
|
Section 8 Company |
✔ Yes |
|
LLP |
✔ Yes (different procedure) |
15. Frequently Asked Questions (FAQs)
Q. Is physical verification required?
No, but ROC may conduct verification if required.
Q. Can registered office be residential?
Yes, residential address is allowed.
Q. Is GST amendment required?
Yes, if registered under GST.
Q. Can it be done online?
Yes, the process is 100% online.
16. Why Choose Filing By?
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End-to-end ROC compliance
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Expert handling of RD cases
-
Fast & transparent process
-
Affordable pricing
-
Dedicated compliance support
Company Registration in India – Complete Guide
1. What is Company Registration?
Company registration is the legal process of incorporating a business entity under the Companies Act, 2013, making it a separate legal entity recognized by the Government of India.
Once registered, a company gets:
-
Legal identity
-
Limited liability
-
Perpetual succession
-
Right to enter contracts
2. Types of Companies in India
All companies registered under MCA fall into the following categories:
A. Private Limited Company
B. Public Limited Company
C. One Person Company (OPC)
D. Section 8 Company (NGO / Non-Profit)
3. Private Limited Company Registration
Meaning
A Private Limited Company is a business entity with limited liability, privately held shares, and restricted transferability.
Minimum Requirements
-
Directors: 2
-
Shareholders: 2
-
Maximum members: 200
-
Capital: No minimum requirement
Documents Required
-
PAN & Aadhaar of directors
-
Address proof
-
Passport-size photo
-
Business address proof
-
Digital Signature (DSC)
Registration Process
-
Obtain DSC
-
Apply for Director Identification Number (DIN)
-
Name approval (SPICe+)
-
File incorporation forms
-
PAN, TAN & COI issued
Time Required
⏱ 7–10 working days
4. Public Limited Company Registration
Meaning
A Public Limited Company can raise funds from the public and has no restriction on share transfer.
Minimum Requirements
-
Directors: 3
-
Shareholders: 7
-
Capital: No minimum
Key Features
-
Can be listed on stock exchange
-
Higher compliance
-
Suitable for large businesses
Registration Steps
Same as Private Limited Company (SPICe+ process)
5. One Person Company (OPC) Registration
Meaning
OPC is a company formed by one individual, enjoying benefits of limited liability.
Eligibility
-
Only Indian citizen & resident
-
One director & one shareholder (same person)
-
Nominee mandatory
Documents Required
-
PAN, Aadhaar
-
Nominee consent
-
Address proof
Time Required
⏱ 7–10 working days
6. Section 8 Company Registration (NGO)
Meaning
Section 8 Company is formed for charitable, social, educational, or non-profit purposes.
Key Features
-
No profit distribution
-
Tax benefits available
-
Government license required
Requirements
-
Directors: 2
-
No minimum capital
-
Objects must be charitable
Additional Steps
-
Apply for Section 8 license
-
Submit declarations & MOA/AOA
Time Required
⏱ 15–25 working days
7. Step-by-Step Common Registration Process (All Companies)
Step 1: Digital Signature Certificate (DSC)
Required for online filing.
Step 2: DIN Allotment
Director Identification Number issued by MCA.
Step 3: Name Approval
Unique company name approved via MCA portal.
Step 4: Drafting MOA & AOA
Defines company objectives and rules.
Step 5: Incorporation Filing
SPICe+ form submission.
Step 6: Certificate of Incorporation
Company legally registered.
8. Forms Used for Company Registration
|
Form |
Purpose |
|
SPICe+ |
Company incorporation |
|
AGILE-PRO |
GST, EPFO, ESIC |
|
e-MOA |
Memorandum |
|
e-AOA |
Articles |
9. Government Fees
-
Based on authorized capital
-
Stamp duty varies state-wise
-
Section 8 enjoys fee exemptions
10. Post-Registration Compliance
✔ Bank account opening
✔ GST registration (if applicable)
✔ Appointment of auditor
✔ Share certificates issuance
✔ ROC annual filings
11. Difference Between Company Types
|
Feature |
Pvt Ltd |
Public Ltd |
OPC |
Section 8 |
|
Members |
2–200 |
7+ |
1 |
2+ |
|
Profit |
✔ |
✔ |
✔ |
❌ |
|
Compliance |
Medium |
High |
Low |
High |
|
Fundraising |
Easy |
Very High |
Limited |
Donations |
12. Advantages of Company Registration
-
Limited liability protection
-
Better credibility
-
Easy fundraising
-
Perpetual existence
-
Legal recognition
13. FAQs
Q. Can foreigners register a company in India?
Yes, except OPC (with conditions).
Q. Is physical presence required?
No, 100% online process.
Q. Is GST mandatory?
Only if applicable.
Q. Can home address be used as office?
Yes.