Change Address

Change Address: complete guide

Introduction

Every company registered in India must have a registered office. It is the official address of the company, where communications and notices from the Registrar, tax authorities, courts and the public are sent, and where the company's statutory registers and books of account are normally kept. Businesses move for many reasons: they outgrow a small office, shift from a founder's home to a commercial space, move to a different city to be closer to clients or talent, or relocate to another state for cost or regulatory reasons. Each time the registered office moves, the change must be approved and reported under the Companies Act, 2013.

The process depends on how far the office is moving. A move within the same city, town or village needs a board resolution and a filing with the Registrar. A move to another city within the same state needs shareholder approval by special resolution, and if the new address falls under a different Registrar of Companies, the change must also be confirmed by the Regional Director. A move to another state is the most involved: it requires an alteration of the Memorandum of Association, an application to the Central Government acting through the Regional Director, notices to creditors and authorities, and a newspaper advertisement before approval is granted.

Getting the route wrong, or missing a step, can lead to the form being rejected, objections from creditors or authorities, or penalties for not maintaining or reporting the registered office properly. Notices sent to an old address can also be treated as served, which creates risk if a tax demand or legal notice goes unnoticed.

Our team works out the correct route for your move, drafts the resolutions and supporting documents, prepares and files the forms on the MCA portal, and handles any queries from the Registrar or Regional Director. We also help you update your address with GST and other authorities once the change is approved. This page explains who needs this service, the legal requirements for each type of move, the step-by-step process, documents, timelines, our fee and what you need to do afterwards.

Who Needs It

You may need this service if:

• Your company is moving from a home office to a commercial office in the same city.
• Your company is shifting within the same city because the lease has ended or you need more space.
• Your company is relocating to another city in the same state, for example from a suburb to the state capital.
• Your company is moving to another state to be closer to customers, a manufacturing base or an investor's location.
• Your rent agreement or no-objection certificate has expired and you cannot continue to use the current address.
• You are restructuring a group, and want subsidiaries to share a common registered office.
• You are using a co-working space or shared office and want to move the registered office there.
• Your LLP is moving its registered office. LLPs follow a separate process under the LLP Act, using Form 15, which our team can also handle.

A change in a branch or additional place of business does not need a company law filing, but it does need to be updated under GST and other registrations. We can help with these as well.

Key Benefits

• Legally valid change. Following the correct procedure means the new address is officially recognised as the registered office.
• Correct service of notices. Communications from the Registrar, tax authorities and courts reach you at the address where you actually operate.
• Updated public record. The new address appears on the MCA records, which banks, clients and partners rely on to verify your company.
• Consistency across registrations. A clean company law change makes it easier to update GST, PAN, bank, import-export and other records.
• Avoiding penalties. The Act imposes penalties on the company and its officers for failing to maintain or report the registered office correctly.
• Smooth interstate moves. Interstate shifting involves several approvals. A well-prepared application reduces the risk of objections and delays.
• Business continuity. Timely changes avoid situations where your registered office is found to be non-functional during a physical verification by the Registrar.

Three types of moves, three routes. The law treats office moves differently depending on distance. A move within the local limits of the same city, town or village is the simplest and only needs a board resolution and Form INC-22. A move outside the local limits but within the same state needs a special resolution of the shareholders, filed in Form MGT-14, and Form INC-22. If that move also takes the company into the jurisdiction of a different Registrar in the same state, the change must first be confirmed by the Regional Director through Form INC-23. A move from one state to another requires a special resolution to alter the Memorandum, an application to the Regional Director in Form INC-23, public notice and notice to creditors and authorities, and after approval, filings in Form INC-28 and Form INC-22. The first step in our service is to confirm which of these routes applies to you.

Eligibility and Legal Requirements

The main legal provisions are Sections 12 and 13 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. Key requirements include:

• A functional registered office. The company must have a registered office capable of receiving and acknowledging communications and notices, and must display its name and registered office address outside every office and place of business.
• Proof of the new address. The company needs proof of the premises, such as a recent utility bill, and a rent or lease agreement or ownership document. If the premises are not owned by the company, a no-objection certificate from the owner is needed.
• Approval at the right level. A change within the same city needs a board resolution. A change outside the local limits needs a special resolution of shareholders. A change of state needs a special resolution altering the Memorandum and approval of the Central Government through the Regional Director.
• Filing within 30 days. Notice of the change of registered office must be filed with the Registrar in Form INC-22 within 30 days of the change.
• Special resolution filing. Where a special resolution is passed, it must be filed in Form MGT-14 within 30 days.
• Regional Director approval. For a change to a different Registrar's jurisdiction within the state, or to another state, the application is made in Form INC-23 to the Regional Director, who decides after considering any objections.
• Notice to creditors and authorities for interstate moves. The company must publish a notice in newspapers in the district of the registered office, serve notice on its creditors and debenture holders, and serve notice on the Registrar and the Chief Secretary of the state, so that objections, if any, can be raised.
• No pending issues that block the move. For an interstate move, the Regional Director considers whether the company has pending inquiries, investigations or prosecutions, whether it has defaulted on employee dues or creditor payments, and whether the interests of stakeholders are protected.
• Up-to-date filings. The company should be up to date with its annual filings, as pending defaults can lead to rejection of the change.

Government fees are payable at actual. Company law procedures, forms and the authorities handling them are updated from time to time, and we check the current requirements at the time of filing.

Step-by-Step Guide

1. Initial consultation. We note the current and new addresses, confirm whether the new address is in the same city, a different city in the same state or another state, and check which Registrar's jurisdiction applies.
2. Compliance review. We check that the company's annual filings are up to date and that there are no pending defaults that could hold up the change.
3. Collecting address proofs. We collect the utility bill, rent agreement or ownership proof and no-objection certificate for the new premises, and check that the details are complete and recent.
4. Board meeting. We draft the board resolution approving the change, or recommending the change to shareholders, and calling a general meeting where needed.
5. General meeting and special resolution. For a move outside the local limits, we draft the notice, explanatory statement and special resolution. For an interstate move, the resolution also alters the registered office clause of the Memorandum.
6. Filing Form MGT-14. Where a special resolution is passed, we file it with the Registrar in Form MGT-14 within 30 days.
7. Application to the Regional Director, where needed. For a change in Registrar jurisdiction or a change of state, we prepare Form INC-23 with the required affidavits, list of creditors, declarations and other attachments, and file it with the Regional Director.
8. Notices and advertisement for interstate moves. We draft the newspaper advertisement and the notices to creditors, debenture holders, the Registrar and the state government, and help you serve them and keep proof of service.
9. Approval and follow-up filings. Once the Regional Director's order is received, we file the order with the Registrar in Form INC-28 within the time allowed, and then file Form INC-22 to record the new registered office.
10. Updating records. After approval, we share the approved forms and, where applicable, the new certificate of registration, and guide you on updating your letterhead, signboard, GST registration, bank and other records.

Documents Checklist

For the new registered office:

• Latest electricity, water, gas or telephone bill of the premises, not older than two months
• Rent or lease agreement, if the premises are rented
• Ownership proof, such as a sale deed or property tax receipt, if owned
• No-objection certificate from the owner allowing use of the premises as the registered office
• Photographs of the premises showing the company's name board, where required

From the company:

• Certificate of incorporation and current Memorandum and Articles of Association
• Board resolution and, where required, the special resolution
• Notice of the general meeting and explanatory statement
• Digital Signature Certificate of a director or company secretary to sign the forms
• Latest audited financial statements and annual return

Additional documents for an interstate move or change of Registrar:

• List of creditors and debenture holders, with amounts due, certified by a director or company secretary
• Affidavit by directors confirming that no employee will be retrenched as a consequence of the move
• Declaration that the company has not defaulted on payment of dues to employees, creditors or debenture holders
• Copy of the newspaper advertisement and proof of service of notices
• Minutes of the general meeting where the special resolution was passed

How Long It Takes

The time depends on the type of move:

• Within the same city: usually five to seven working days from the date we receive complete documents, covering the board resolution and Form INC-22.
• To another city within the same Registrar's jurisdiction: usually ten to twenty working days, as the general meeting notice period and the MGT-14 filing are added.
• To a different Registrar within the same state: usually four to eight weeks, as the change also needs confirmation by the Regional Director.
• To another state: usually two to four months, because of the general meeting, newspaper advertisement, the period allowed for objections, review by the Regional Director, and the follow-up filings.

Delays usually arise from incomplete address proofs, objections from creditors or authorities, pending annual filings, or queries from the Regional Director. Our team plans the steps in advance and responds to queries quickly to keep the process on track.

Pricing

Our professional fee for Change Address is ₹ 3,999.

This covers:

• Consultation and confirmation of the correct route for your move
• Review of address proofs and no-objection certificate
• Drafting of board resolution and, where needed, notice and special resolution
• Preparation and filing of Form INC-22, and Form MGT-14 where a special resolution is passed
• Handling of resubmission requests on the same filing
• Sharing approved forms and guidance on updating other registrations

The fee applies to a change of registered office within the same state and Registrar jurisdiction. Moves that need Regional Director approval, especially interstate moves with advertisement and creditor notices, involve additional work and are quoted separately. Government fees, stamp duty and newspaper advertisement costs are payable at actual. GST and other registration updates can be added as separate services.

Common Mistakes to Avoid

• Choosing the wrong route. Treating a move outside the local limits as a same-city move, or overlooking a change in Registrar jurisdiction, leads to rejection of the form.
• Missing the 30-day deadline. Form INC-22 and Form MGT-14 must be filed within 30 days. Late filing attracts additional fees.
• Weak address proof. A rent agreement without a utility bill, or a utility bill older than two months, is a common reason for rejection.
• No no-objection certificate. If the premises are not owned by the company, the owner's consent is needed.
• Ignoring creditors in an interstate move. Creditors and authorities must be given notice. Failing to do so, or failing to address their objections, can stop the change.
• Pending annual filings. Overdue financial statements or annual returns can result in rejection or delay of the application.
• Forgetting to update other registrations. Even after the Registrar approves the change, your GST registration, PAN records, bank details, licences and letterheads still show the old address until each is updated.
• Moving before approval for an interstate shift. Until the Regional Director's order is registered, the registered office legally remains at the old address.

What Happens After

After the change is approved, the new address becomes the registered office on the MCA records. You should then:

• Update your GST registration through an amendment application for change in the principal place of business, within the time allowed under GST rules.
• Update your PAN and TAN records with the new address.
• Inform your bank and update the address on your bank account and any loan records.
• Update licences and registrations, such as shop and establishment registration, import-export code, FSSAI licence, professional tax registration and MSME registration, as applicable.
• Change your letterhead, invoices, website, signboard and email signatures so that the correct registered office address appears on all business documents.
• Display your name and registered office address outside the new premises as required by the Act.
• Move statutory registers and records to the new registered office, unless a resolution allows them to be kept elsewhere as permitted by law.
• Inform clients, vendors and other stakeholders of the new address.

Our team can help you with GST amendment and other registration updates after the change.

FAQs

How long do I have to report a change of registered office?

Form INC-22 must be filed with the Registrar within 30 days of the change. Where a special resolution is passed, Form MGT-14 must also be filed within 30 days of passing it.

Can I use my home as the registered office?

Yes. A residential address can be used as the registered office, provided you have proof of the address and a no-objection certificate from the owner if the property is not owned by the company.

Do I need shareholder approval for a move within the same city?

No. A change within the local limits of the same city, town or village only needs a board resolution, followed by Form INC-22.

What is needed to move the office to another state?

You need a special resolution to alter the Memorandum, an application to the Regional Director in Form INC-23, a newspaper advertisement, and notices to creditors, debenture holders and authorities. After the Regional Director approves, the order is filed in Form INC-28 and the new address in Form INC-22.

Will my company's CIN change after an interstate move?

Yes. The Corporate Identity Number includes a state code, so when the registered office moves to another state, a new certificate is issued with a revised CIN. Your company itself remains the same legal entity.

Can creditors object to an interstate move?

Yes. Creditors, debenture holders and authorities can raise objections within the period allowed. The Regional Director considers these objections before deciding the application.

Do I need to update my GST registration after changing the address?

Yes. A change in the principal place of business must be updated on the GST portal through an amendment application, with proof of the new premises. If you are moving to another state, a new GST registration is needed in that state.

Can I change the address of an LLP through this service?

The LLP process is different. It is governed by the LLP Act and the LLP Rules, and the change is reported in Form 15. Our team can handle the LLP process as well, and we will confirm the steps and fee at the start.

Can I move the office before approval is received?

For a move within the same city or the same Registrar's jurisdiction, the change takes effect from the date stated in the resolution and is reported within 30 days. For an interstate move, the registered office stays at the old address until the Regional Director's order is registered.

What if my rent agreement is not registered?

An unregistered rent agreement may still be accepted as supporting proof along with a utility bill and the owner's no-objection certificate, but it should be properly stamped as per state law. Some authorities prefer a registered agreement, so we will advise you based on your case.

Can a co-working space be used as the registered office?

Yes, if the co-working operator gives you an agreement allowing use of the premises as your registered office, along with a no-objection certificate and a recent utility bill.

What happens if the Registrar finds my registered office is not functional?

The Registrar can carry out a physical verification. If the company is not found carrying on business at the registered office, action may be taken, which can include removal of the company's name from the register. Keeping the registered office address current helps avoid this.

Related Tax & Compliance services

• Change Company Name
• Change Objective/Activity
• Changes to LLP Agreement
• Close the LLP