Step-by Step Guide for changing the Registered office of a private company

Changing the registered office of a private company is not just about shifting an address. It is a legal compliance process that must be updated on the MCA (Ministry of Corporate Affairs) portal. Since the registered office is the official point for communication and government records, every change has to be reported to the Registrar of Companies (ROC).

The process may differ if you are moving within the same city, changing ROC jurisdiction, or relocating to another state. Each scenario requires specific forms, documents, and approvals under the Companies Act, 2013. Missing a step or delaying the filing can lead to penalties and compliance issues.

In this article, we shall walk you through the complete process of changing the registered office of a private company at the MCA portal along with required forms, documents, and practical tips. This will help you ensure compliance and a smooth transition for your company.

Registered Office Change Scenario

Step-by Step Guide for changing the Registered office of a private company

1. Change within the same city, town or village (local limits)

• Convene a Board meeting and pass a Board resolution approving the new address and authorising filings.
• Arrange and prepare supporting documents:
• Lease/ownership proof Utility bill (≤2 months),
• NOC (if required)
• File Form INC-22 on the MCA portal with the required attachments within 30 days from the date of passing Board Resolution.
• Update internal records and statutory stationery, inform banks, GST / tax authorities and stakeholders once ROC records reflect the change.

Change from one city/town to another but within same ROC jurisdiction (outside local limits)

• Convene a Board meeting to approve changing the registered office and call an Extra Ordinary General Meeting (EGM). 
• Hold the EGM and pass a Special Resolution for changing the registered office.
• File Form MGT-14 for the special resolution with ROC within 30 days of passing the resolution
• File Form INC-22 on the MCA portal attaching the requisite documents
• Update internal records and statutory stationery, inform banks, GST / tax authorities and stakeholders once ROC records reflect the change.

3- Change from the jurisdiction of one ROC to another within the same state

When a company wishes to shift its registered office from the jurisdiction of one ROC to another within the same state, the process requires approval from the Regional Director (RD) and the same is listed below: -

Step	Requirement / Action	Key Forms / Documents
1. Board & Shareholder Approval	Hold Board Meeting to approve proposal and call an EGM. Pass Special Resolution in EGM authorising the change.	Board Resolution, Special Resolution
2. Special Resolution	Hold EGM to pass a Special Resolution for shifting registered office.	Special Resolution
3. Filing of Resolution	File special resolution with ROC within 30 days.	Form MGT-14
4. Filing of GNL -2	File form GNL-2 with ROC	Form GNL-2
5. Newspaper Publication	Publish notice at least one month before filing INC-23 in: (a) one English daily and (b) one regional language newspaper of the district where current registered office is situated.	Copies of newspaper advertisements
6. Notice to Stakeholders	Send individual notices to depositors, debenture holders, and creditors. Mention that objections (if any) must be sent to the Regional Director within 21 days of publication.	Copies of notices served
7. Application to Regional Director	File Form INC-23 with prescribed attachments seeking approval for change of ROC jurisdiction.	Board Resolution, Special Resolution, Declaration by 2 Directors/KMP, copy of intimation to State Chief Secretary, Proof of creditor consent, Newspaper ads
8. RD Confirmation	If no objection is received, the Regional Director issues confirmation order within 30 days of receiving the application.	RD Approval Order
9. Filing of INC-28 with ROC	File approval with ROC within 60 days.	Form INC-28 (approval order)
10. Filing with ROC	File the RD confirmation with ROC in Form INC-22 within 60 days to update company’s registered office.	INC-22 with RD Order

4- Change from one state to another (inter-state)

Key compliances post changing the registered office of a private company

• Publish a public notice in newspapers to inform shareholders and stakeholders about the updated registered office.
• Revise and print copies of the MOA with the amended registered office details.
• Ensure the new office address is displayed prominently at every company premises in a clear and legible manner.
• Update the address on all company documents including letterheads, invoices, receipts, and other official papers.
• Communicate the change of address to banks and financial institutions linked with the company.
• File an application with the Income Tax Department to update the company’s PAN and TAN records.
• Inform service providers such as telecom, internet, and electricity companies about the new registered office address.
• Report the change of address to statutory authorities like GST, Customs, Excise, and State Tax departments.

For more information hire a leading consultant of Section 8 company registration in Rajasthan