Registered Office Change

Changing the official communication address of the company from one location to another.

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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

  • 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:

  1. Board Meeting

  2. Pass Board Resolution

  3. 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:

  1. Board Meeting

  2. Extraordinary General Meeting (EGM)

  3. Pass Special Resolution

  4. File INC-22 & MGT-14

 

C. Change from One ROC to Another (Same State)

Steps:

  1. Board Resolution

  2. Special Resolution

  3. Apply to Regional Director

  4. File INC-23

  5. File INC-22 & MGT-14

 

D. Change from One State to Another

Steps:

  1. Board Resolution

  2. Special Resolution

  3. Newspaper Advertisement

  4. File INC-23 with RD

  5. Approval from RD

  6. File INC-22 & MGT-14

  7. 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?

  • End-to-end ROC compliance

  • 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

  1. Obtain DSC

  2. Apply for Director Identification Number (DIN)

  3. Name approval (SPICe+)

  4. File incorporation forms

  5. 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.