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Registered Office Change Services India | INC-22, INC-23 & MOA Amendment | CA Mumbai
Change Management

Registered Office Change Services in India
INC-22 Filing, INC-23 Regional Director Application & MOA Amendment

Moving within the same building needs only a board resolution. Moving to a different state needs a MOA amendment, Regional Director approval, and newspaper publication. The process depends entirely on where the new office is relative to the old one — we identify your scenario and handle it end to end.

Part of our Change Management practice: Company Compliance MOA Amendment Company Name Change AOA Amendment

Overview

Why the Registered Office Change Process Is More Layered Than It Looks

A company's registered office is the legally recognised location where statutory records must be maintained, government communications are received, and legal process on the company is effective. Under Section 12 of the Companies Act 2013, every company must have a registered office at all times — and any change must be reported to the ROC within a prescribed timeline.

The critical first question: Are the old and new addresses in the same ROC jurisdiction? India has multiple ROC offices — some states have more than one (Maharashtra has separate ROC offices for Mumbai and Pune). Moving from one ROC jurisdiction to another — even within the same state — triggers the Regional Director approval requirement. This single determination decides the entire process route, the forms required, and the timeline.

Moving from one floor to another in the same building requires only a board resolution and Form INC-22 filed within 30 days. Moving from Mumbai to Pune (both within Maharashtra) requires a special resolution, Form MGT-14, Form INC-23 filed with the Regional Director, and then Form INC-22 after approval — a process that can take 2 to 3 months. Moving from Mumbai to Delhi requires amending the MOA, publishing newspaper notices, obtaining NOCs from creditors, getting Regional Director approval, and filing with the Delhi ROC — a process that can take 3 to 6 months.

Scenario Reference

The 4 Scenarios — Which Process Applies to Your Move?

ScenarioApplicable SectionForms RequiredTimeline & Approvals
Within the same city / town (same ROC jurisdiction) Section 12(4) Board Resolution + Form INC-22 within 30 days Board resolution sufficient — no shareholder approval, no RD approval. STP processing: 1–3 working days.
Different city, same state, same ROC jurisdiction Section 12(5)(a) Special Resolution + Form MGT-14 (within 30 days) + Form INC-22 (after confirmation) Requires special resolution (75% vote). No Regional Director approval needed. Total time: 4–6 weeks.
Different city, same state, different ROC jurisdiction
(e.g. Mumbai ROC to Pune ROC)		 Section 12(5)(b) Special Resolution + Form MGT-14 + Form INC-23 (to Regional Director) + NOC from creditors + INC-22 after RD confirmation Requires RD approval. RD processes INC-23 in 30–60 days. After RD order, file INC-22 within 30 days. Total time: 2–3 months.
Different state (different ROC jurisdiction entirely) Section 13 read with Section 12 Special Resolution + MOA amendment + Form MGT-14 + Form INC-23 + Newspaper publication + NOC from creditors + INC-22 after RD order Most complex. RD approval is discretionary. CIN changes after approval. Total time: 3–6 months.

When You Need This

Situations That Trigger a Registered Office Change

Registered office changes arise across a wide range of business situations — each requiring the process route identified above:

Same-City Address Change (INC-22 Only)

Moving to new premises within the same city — a different floor, a different building, a different locality. Board resolution plus Form INC-22 within 30 days. No shareholder meeting needed. Fastest route, STP processing in 1–3 days on the MCA portal.

Different City, Same State (Special Resolution + MGT-14)

Moving from one city to another within Maharashtra (but staying in the same ROC jurisdiction) — for example, from Andheri to Thane. Requires a special resolution at an EGM and Form MGT-14. No Regional Director involved. Around 4–6 weeks total.

Different ROC Jurisdiction, Same State (INC-23 Required)

Moving from Mumbai ROC jurisdiction to Pune ROC jurisdiction — still within Maharashtra, but crossing into a different ROC office's territory. Requires a special resolution, MGT-14, and Form INC-23 to the Regional Director. RD approval takes 30–60 days. Total 2–3 months.

Moving to a Different State (MOA Amendment + INC-23)

Moving from Maharashtra to Delhi, Bangalore, or any other state. Requires amending the situation clause in the MOA, passing a special resolution, publishing newspaper notices in the current state, obtaining creditor NOCs, filing Form INC-23 with the Regional Director, and filing INC-22 with the new state's ROC. The CIN changes after approval.

Post-Change Registration Updates

After INC-22 is approved, a sequence of downstream registrations must be updated — GST Form REG-14 within 15 days, PAN and TAN, all bank accounts, factory licence, FSSAI, MSME, DPIIT recognition, IEC, letterheads, and website. For inter-state changes, new GST registration in the new state is required.

Office Change Combined with Name Change or Restructuring

Some companies change their registered office and company name simultaneously — during a rebrand, group reorganisation, or merger. We coordinate both processes as a single engagement with our company name change and director change services to consolidate the compliance burden.

Our Process

How We Handle Registered Office Change Engagements

From scenario identification to post-change compliance, the engagement follows a clear sequence — the exact steps depend on which of the four scenarios applies:

1

Scenario Assessment & Process Route Identification

We begin by confirming the current ROC jurisdiction and the ROC jurisdiction of the new address. This single determination decides the entire process route — whether a board resolution alone suffices, whether a special resolution is needed, or whether Regional Director approval is required. We also assess whether any creditors or debenture holders exist whose NOC will be needed for INC-23. Section 12 · ROC Jurisdiction
2

Resolution Drafting & EGM Coordination

For Scenarios 2, 3, and 4 (requiring shareholder approval), we draft the Board Resolution, EGM notice with at least 21 clear days notice, explanatory statement under Section 102, and the Special Resolution text. For Scenario 1 (same-city), we draft only the Board Resolution. We assist with EGM conduct and minutes preparation. Section 101 · Section 102 · Special Resolution
3

Form MGT-14 Filing (Scenarios 2, 3, 4)

Within 30 days of the special resolution, we file Form MGT-14 on the MCA portal — attaching the signed resolution, EGM minutes, and explanatory statement. This creates the shareholder approval record referenced in subsequent INC-23 and INC-22 filings. Late MGT-14 attracts ₹100 per day additional fee with no cap. Form MGT-14 · 30-day deadline
4

Form INC-23 to Regional Director (Scenarios 3 & 4)

For inter-ROC and inter-state changes, we prepare and file Form INC-23 with the Regional Director — including the special resolution, MGT-14 SRN, newspaper publications (for inter-state changes), creditor NOCs, proof of new registered office, and the board's declaration. We monitor the application and respond promptly to any RD queries. After RD approval, we file the confirmation order with the ROC in Form INC-22. Form INC-23 · Regional Director
5

MOA Amendment — Situation Clause (Scenario 4 — Inter-State Only)

For inter-state changes, we prepare the amended Memorandum of Association with the new state in the Situation clause. The MOA amendment is filed through Form MGT-14 and coordinated alongside the INC-23 process. Our MOA amendment services ensure the constitutional document is correctly updated — preserving all other clauses while accurately reflecting the new state. The company's CIN is updated after RD approval and INC-22 registration. Section 13 · Situation Clause · CIN Change
6

Form INC-22 Filing & Post-Change Registration Updates

After MCA approval (immediate for Scenario 1, after RD order for Scenarios 3 and 4), we file Form INC-22 with the relevant ROC — attaching rent agreement or ownership documents, property owner's NOC, and a utility bill (not more than 2 months old) for the new address. After INC-22 is approved, we coordinate all downstream updates: GST Form REG-14 within 15 days, PAN and TAN address update, bank account address update letters, and notification to key regulatory bodies. Form INC-22 · GST REG-14 · PAN/TAN Update
⚠ Inter-state change — the CIN changes: Moving a company's registered office from one state to another is the only scenario where the Company Identification Number (CIN) changes. The first two characters of the CIN encode the state code. After Regional Director approval and INC-22 filing with the new ROC, a new CIN is issued. All historical filings remain on record, but all future filings, contracts, letterheads, and company documents must reference the updated CIN.

Post-Change Compliance

Registrations to Update After the Office Change is Confirmed

Form INC-22 approval confirms the change with the ROC — but a sequence of downstream updates is required before the new address is fully reflected across all registrations:

GST RegistrationForm GST REG-14 within 15 days. Inter-state: new GST registration in new state, surrender old GSTIN after clearing liabilities.
PAN & TAN UpdatePAN and TAN must be updated with the Income Tax Department to reflect the new registered office address.
Bank AccountsAll bank accounts require INC-22 approval confirmation, a board resolution, and updated KYC for the new address.
Statutory LicencesFactory licence, FSSAI, MSME, DPIIT recognition, IEC — address-specific licences must be updated or re-obtained in the new state for inter-state changes.

FAQ

Frequently Asked Questions — Registered Office Change

What is the process to change registered office address in India?
The process depends entirely on where the new address is located. Same city or town (same ROC): Board resolution + Form INC-22 within 30 days, no shareholder approval needed. Different city, same state, same ROC: Special resolution at EGM + Form MGT-14 within 30 days + Form INC-22. Different ROC within same state: Special resolution + MGT-14 + Form INC-23 to Regional Director + INC-22 after RD approval (2–3 months). Different state: Special resolution + MOA amendment (Situation clause) + MGT-14 + Form INC-23 + newspaper publication in current state + NOC from creditors + INC-22 after RD order (3–6 months). Sections 12 and 13 of the Companies Act 2013 govern the process.
What is Form INC-22 and when must it be filed?
Form INC-22 is the MCA form filed with the ROC to verify and confirm the registered office address — at incorporation and within 30 days of any change. It requires proof of the new address (rent agreement or ownership documents), an NOC from the property owner if the company does not own the premises, and a utility bill (electricity, water, or gas) for the new address, not more than 2 months old. For same-city changes, INC-22 is processed under STP in 1–3 working days; for inter-ROC and inter-state changes, it is filed after Regional Director confirmation.
What is Form INC-23 and when is it required for a registered office change?
Form INC-23 is the application filed with the Regional Director of the Ministry of Corporate Affairs for approval of a registered office change that crosses a ROC jurisdiction boundary — either to a different ROC within the same state, or to a different state. The RD reviews the application, verifies that creditors and debenture holders have had the opportunity to object, and issues a confirmation order. For inter-state changes, newspaper notices in the current state and filed proof of publication are also required. After RD approval, Form INC-22 is filed with the new ROC within 30 days.
Does changing the registered office to a different state require a MOA amendment?
Yes. The Memorandum of Association contains a Situation clause specifying the state of the registered office. Moving to a different state requires amending this clause under Section 13 — which requires a special resolution, Form MGT-14 within 30 days, and Regional Director approval. Note that a common misconception is that the situation clause specifies the city or address — it specifies only the state. Moving from Mumbai to Pune (both in Maharashtra) does not require a situation clause amendment; moving from Maharashtra to Karnataka or Delhi does.
What registrations must be updated after a registered office change?
After Form INC-22 confirmation, the following must be updated: GST registration (Form GST REG-14 within 15 days; new GST registration in the new state for inter-state changes); PAN and TAN with the Income Tax Department; all bank accounts and loan accounts; statutory licences (factory licence, FSSAI, MSME, DPIIT recognition, Import Export Code); company letterheads, invoices, website, email signatures, and customer-facing materials; and notification to key contract parties. For inter-state changes, state-specific licences must be re-obtained in the new state.

Ready to change your company's registered office?

Same-city INC-22 or inter-state MOA amendment — N D Savla & Associates handles all four scenarios across India.

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