# Change of Registered Office in India Within or Across States (2026)

> Source: https://krystal7.com/insights/change-registered-office-indian-company
> Publisher: Krystal7 Consultants (Krystal7 Innovations Private Limited), Gurugram, India
> Author: CA Nandini
> Published: 03 Mar 2026; updated 24 Oct 2026
> Summary: A change of registered office needs Form INC-22 within 30 days, plus Regional Director approval in INC-23 if the office changes ROC or State.

*Written by CA Nandini Hasija, Krystal7 Consultants. Last updated 23 October 2026.*

## AI Overview Summary

- Every change of registered office needs Form INC-22 filed with the Registrar within 30 days under section 12(4) of the Companies Act, 2013, with proof of the new premises under rule 25.
- A move outside the local limits of the city, town or village needs a special resolution in Form MGT-14. A move to another ROC in the State also needs Regional Director confirmation in INC-23.
- A move to another State alters the memorandum under section 13(4). It needs a special resolution, an INC-26 newspaper notice, notices to creditors and the Chief Secretary, and Regional Director approval in Form INC-23.
- The Regional Director decides a State change within 60 days under section 13(5), or 15 days with no objection under rule 30(7). The order goes to the Registrar in INC-28 within 30 days.
- GST follows the place of business, not the registered office. A new principal place in the same State needs Form GST REG-14 within 15 days, and a move to another State needs a fresh registration.

**A change of registered office in India is governed by sections 12 and 13 of the Companies Act, 2013. Every change needs Form INC-22 with the Registrar within 30 days. A move outside the city, town or village also needs a special resolution in Form MGT-14. A move to another ROC in the same State, or to another State, also needs Regional Director approval in Form INC-23. A State change also alters the memorandum.**

This page walks through each of the four scenarios with the forms, notices, time limits and fees. It ends with the GST, PAN, IEC and labour registrations a company must update once the move is done.

## How do you change the registered office of an Indian company?

You pick the route by how far the office moves. Inside the same city, town or village, the board decides and the company files Form INC-22 within 30 days. Further out, members pass a special resolution. A new ROC or a new State adds Regional Director approval in Form INC-23 before the move takes effect.

Section 12 of the Companies Act, 2013 governs moves inside a State. Section 13 governs a move to another State, because the memorandum names the State of the registered office. Rules 25, 27, 28, 30 and 31 of the Companies (Incorporation) Rules, 2014 set the forms and documents.

| Scenario | Approval needed | MCA forms | Law |
|---|---|---|---|
| Within the local limits of the same city, town or village | Board resolution | INC-22 within 30 days | Section 12(4), rules 25 and 27 |
| Outside local limits, same ROC, same State | Board resolution and special resolution | MGT-14 within 30 days of the resolution; INC-22 within 30 days of the change | Sections 12(4), 12(5) and 117 |
| Another ROC in the same State | Special resolution and Regional Director confirmation | MGT-14; INC-23; INC-28; INC-22 | Section 12(5) proviso, 12(6), rule 28 |
| Another State | Special resolution, altered memorandum and Regional Director approval | MGT-14; INC-26 notice; INC-23; INC-28; INC-22 | Sections 13(1), 13(4) to 13(7), rules 30 and 31 |

The [text of section 12](https://www.incometaxindia.gov.in/w/section-12-144) and the [text of section 13](https://www.incometaxindia.gov.in/w/section-13-143) are on the Income Tax Department's site.

## What does section 12 require of a registered office?

Section 12 requires a company to have a registered office within 30 days of incorporation and at all times after that. The office must be able to receive and acknowledge communications and notices. The company verifies the office with the Registrar within 30 days of incorporation, and it reports every later change within 30 days.

The section also governs how the company presents itself. Under section 12(3), the company paints or affixes its name and registered office address outside every office or place of business. It prints its name, registered office address, CIN, telephone number, email and website on letterheads, bills, notices and official publications. A company that changed its name in the last two years prints the former name too.

Section 12(9) lets the Registrar physically verify the registered office. If the Registrar has reasonable cause to believe the company is not carrying on business, the company can be struck off. A virtual office that cannot receive post fails this test. We ask clients for an address where someone signs for registered post on working days. Our guide to [closing an Indian subsidiary](/insights/close-indian-subsidiary-strike-off-or-winding-up) covers what a strike off means.

The penalty sits in section 12(8). A default in any requirement of section 12 costs INR 1,000 for each day it continues, up to INR 1,00,000. The company and every officer in default each face that penalty.

## How do you move the registered office within the same city, town or village?

A move inside local limits needs only a board resolution and Form INC-22 within 30 days of the change, under section 12(4). No members' resolution and no Regional Director are involved. The Registrar records the new address once INC-22 is approved.

The Act does not define local limits. We read them as the municipal or other local authority limits of the city, town or village where the office sits now. A move from one sector of Gurugram to another stays inside the limits of Gurugram. A move from Gurugram to Faridabad does not, even though both are in Haryana and under one ROC.

Rule 25(2) of the Companies (Incorporation) Rules, 2014 lists the documents INC-22 carries. Rule 27 applies the same documents to a change of address.

| Premises held as | Document for INC-22 | Age limit |
|---|---|---|
| Owned by the company | Registered document of title in the company's name | None |
| Leased or rented by the company | Notarised lease or rent agreement in the company's name, with a rent paid receipt | Receipt not older than one month |
| Used with the owner's permission | Authorisation from the owner or authorised occupant, with proof of ownership or occupancy | None stated |
| Every case | Proof of a utility service such as telephone, gas or electricity, showing the address | Not older than two months |

The utility bill can be in the owner's name. It must show the same address as the lease and the INC-22. We check the floor, unit and pin code across all three documents before filing.

## What changes when the office moves outside local limits but stays with the same ROC?

A move outside local limits needs a special resolution of members under section 12(5), even when the ROC stays the same. The company files the resolution in Form MGT-14 within 30 days under section 117, then files INC-22 within 30 days of the change. No Regional Director approval is needed.

A special resolution needs votes in favour of at least three times the votes against, under section 114(2). A general meeting other than the AGM needs 21 clear days' notice under section 101. It can be held at shorter notice if enough members consent. They must be a majority in number of members entitled to vote, holding at least 95 percent of the paid up voting capital. A wholly owned subsidiary with two members needs both to consent, because a majority in number of two is both.

The board meeting that calls the general meeting can include foreign directors by video conference. See our page on [board meetings with non resident directors](/insights/board-meetings-non-resident-directors-video-conference) for the quorum rules.

## How do you shift the registered office to another ROC within the same State?

The company passes a special resolution. It then applies to the Regional Director in Form INC-23 under the proviso to section 12(5) and rule 28. The Regional Director passes an order within 15 days of a complete application. The company files the order in INC-28, then files INC-22 for the new address.

Most States have one ROC, so this route is rare. It matters in States with two ROCs, such as Maharashtra (Mumbai and Pune) and Tamil Nadu (Chennai and Coimbatore). A move from Mumbai to Pune takes this route.

Rule 28(1) lists what INC-23 must carry for a move within the State.

| Item | What it says | Signed by |
|---|---|---|
| Board resolution | Approves the shift | Board |
| Special resolution | Members approve the shift | Members in general meeting |
| Declaration on workmen and creditors | No default in paying dues to workmen; creditors consent or provision is made for payment | Key managerial personnel or two authorised directors |
| Declaration on prosecutions | The company does not seek to change the court jurisdiction where any prosecution is pending | Key managerial personnel or two authorised directors |
| Notice to the Chief Secretary | Acknowledged copy of a notice of the shift, stating employees' interests are not affected | Company |

Section 12(6) sets three clocks. The Regional Director communicates the confirmation within 30 days of the application. The company files the confirmation with the Registrar within 60 days of it. The Registrar registers it and certifies within 30 days of the filing.

The rules ask for Form INC-28 within 30 days of receiving the certified copy of the order. We file inside 30 days so that both limits are met. Under section 12(7), the Registrar's certificate is conclusive, and the move takes effect from its date.

Rule 28 does not list a newspaper notice. The INC-23 instruction kit lists a rejection code asking for publication one month before filing for an ROC change. We publish one to avoid a resubmission.

## How do you shift the registered office from one State to another?

A move to another State alters clause II of the [memorandum of association](/insights/memorandum-and-articles-of-association-foreign-subsidiary), so section 13 applies. Members pass a special resolution, and the company applies to the Central Government in Form INC-23 under section 13(4) and rule 30. The Regional Director exercises that power and must decide within 60 days under section 13(5).

Section 13(5) also lets the Regional Director check the position of creditors before it passes the order. It may satisfy itself that creditors, debenture holders and other persons concerned have consented. Failing that, it may look for sufficient provision for the company's debts, or adequate security for them.

The procedure under rule 30 runs in this order:

1. The board approves the shift and calls a general meeting.
2. Members pass a special resolution altering the memorandum.
3. The company files the resolution in Form MGT-14 within 30 days.
4. The company prepares a list of creditors and debenture holders, made up not more than one month before it files INC-23.
5. The company publishes the INC-26 notice and serves individual notices, not more than 30 days before filing INC-23.
6. The company serves a copy of the application, with annexures, on the Chief Secretary of the State it is leaving.
7. The company files INC-23 with the creditor list, the declaration, the notices and any objections.
8. The Regional Director passes an order.
9. The company files the certified order in Form INC-28 with the Registrar within 30 days of receiving it.
10. The Registrar of the new State registers the change and issues a fresh certificate of incorporation under section 13(7).
11. The company files INC-22 for the new address.

Rule 30(2) requires a declaration with the creditor list. The company secretary, if any, and at least two directors sign it, one being the managing director if there is one. It confirms that the list is complete and correct. It also confirms that no employee will be retrenched because of the shift.

The creditor list stays at the registered office under rule 30(3). Any person may inspect it during business hours. The company may charge up to INR 10 a page for extracts.

The Registrar of the new State issues the fresh certificate under section 13(7). The CIN carries a two letter code for the State of registration, so expect the fresh certificate to show a new CIN. Take the CIN from the certificate and use it on every later filing, invoice and letterhead.

## What notices and advertisements does a State change need?

Rule 30(5) needs three sets of notices, all sent not more than 30 days before INC-23 is filed. The company publishes Form INC-26 in English and in the principal vernacular language of the district. It writes to every creditor and debenture holder by registered post. It also sends the application to the Registrar and to any sector regulator.

| Notice | To whom | How | Rule |
|---|---|---|---|
| INC-26 advertisement | The public | One vernacular newspaper in the district and one English newspaper with wide circulation in the State; copy to the Central Government on publication | 30(5)(a) |
| Individual notice | Every creditor and debenture holder | Registered post with acknowledgement due | 30(5)(b) |
| Notice with copy of the application | Registrar, SEBI for a listed company, and any regulator under a special Act | Registered post with acknowledgement due | 30(5)(c) |
| Copy of the application with annexures | Chief Secretary of the State the office is leaving | Service with acknowledgement | 30(4) |

The INC-26 notice invites any person whose interest is affected to object to the Regional Director within 14 days of publication. The current text of rule 30(4) says the company need not send a separate copy of the application to the Registrar. The MCA system shares the INC-23 intimation with the Registrar.

What happens next depends on objections. With no objection, rule 30(7) lets the Regional Director decide without a hearing within 15 days of receiving the application. With an objection, rule 30(8) applies:

1. If the company and the objector reach consensus, the company files an affidavit recording it. The Regional Director approves the shift within 60 days of that filing.
2. If they do not, the company files an affidavit stating how and by when it will settle the claim. The objector keeps its legal remedies even after the shift. The Regional Director then confirms or rejects within 60 days of the filing.

Under rule 30(9), the order may carry terms and conditions. Since 21 Oct 2023, the rule no longer lets the Regional Director add an order as to costs.

## When can a company not shift its registered office to another State?

The proviso to rule 30(9) bars a shift while an inquiry, inspection or investigation against the company is open. It also bars one while a prosecution under the Act is pending. Once the matter ends with no prosecution pending or planned, rule 30(10) allows the shift. A 2023 amendment relaxed the bar after an insolvency resolution plan.

The Companies (Incorporation) Third Amendment Rules, 2023 added the relaxation. They were notified as [G.S.R. 790(E) of 20 Oct 2023](https://egazette.gov.in/WriteReadData/2023/249628.pdf) and came into force on 21 Oct 2023. The same notification removed the words that let the order carry costs.

A company whose new management took over under a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016 may shift. Two conditions apply. No appeal against the plan may be pending, and no inquiry, inspection or investigation may be pending or start after the plan's approval.

The INC-23 kit also asks the applicant to give details of any prosecution, inquiry or inspection. We disclose every open notice from the ROC, including adjudication notices for late filings. Hiding one invites a rejection later.

Unpaid workmen and unhappy creditors are the other practical blocks. Section 13(5) lets the Regional Director look for creditor consent, or for provision or security for the debts. We settle or secure known disputed claims before the newspaper notice goes out.

## How long does a change of registered office take?

The statutory clocks add up to about 30 days for a move inside the State with the same ROC. A move to another ROC or another State adds the Regional Director's time: 15 days with no objection and up to 60 days with one. Newspaper notices and the creditor list add preparation time before filing.

| Step | Statutory limit | Source |
|---|---|---|
| Notice of general meeting | 21 clear days, or shorter with 95 percent consent | Section 101 |
| Special resolution to the Registrar | Within 30 days of passing, in MGT-14 | Section 117 |
| Creditor list for a State change | Made up not more than one month before INC-23 | Rule 30(2) |
| INC-26 notice and individual notices | Not more than 30 days before INC-23 | Rule 30(5) |
| Objections to the Regional Director | Within 14 days of the INC-26 notice | Form INC-26 |
| Regional Director order, ROC change in State | 15 days of a complete application; confirmation communicated within 30 days | Rule 28; section 12(6) |
| Regional Director order, State change | 15 days with no objection; 60 days after the affidavit with one; 60 days overall | Rules 30(7), 30(8); section 13(5) |
| INC-23 resubmission when marked | Within 15 days of the marking | INC-23 instruction kit |
| Order filed with the Registrar | INC-28 within 30 days of receiving the certified copy; 60 days of confirmation under section 12(6) | Rules 28 and 31; section 12(6) |
| Registrar certifies an ROC change | Within 30 days of filing | Section 12(6) |
| Notice of the new address | INC-22 within 30 days of the change | Section 12(4) |

The Act sets no time for the Registrar of the new State to issue the fresh certificate after a State change. We track it as an open item after INC-28 is filed and chase it before filing INC-22.

## What are the fees and penalties?

MCA fees are modest. MGT-14, INC-22 and INC-28 pay the normal filing fee of INR 200 to INR 600 by nominal share capital. INC-23 pays an application fee of INR 2,000 to INR 20,000 by authorised capital. A late filing pays an additional fee of 2 to 12 times the normal fee.

| Form | Fee basis | Amount (INR) |
|---|---|---|
| MGT-14, INC-22, INC-28 | Normal filing fee by nominal share capital | 200 to 600; 600 at INR 1 crore or more |
| INC-23, authorised capital up to INR 25,00,000 | Application fee | 2,000 |
| INC-23, above INR 25,00,000 up to INR 50,00,000 | Application fee | 5,000 |
| INC-23, above INR 50,00,000 up to INR 5 crore | Application fee | 10,000 |
| INC-23, above INR 5 crore up to INR 10 crore | Application fee | 15,000 |
| INC-23, above INR 10 crore | Application fee | 20,000 |
| Late MGT-14, INC-22 or INC-28 | Additional fee on the normal fee | 2 times up to 30 days late, rising to 12 times after 180 days |

The INC-23 kit lists lower fees of INR 1,000 and INR 2,500 in the two lowest bands. They apply to one person companies and small companies. A subsidiary of a foreign company cannot use them. Section 2(85) excludes a holding or subsidiary company from being a small company.

The INC-23 bands come from the MCA instruction kit for INC-23, which cites the Companies (Registration Offices and Fees) Rules, 2014. The additional fee multiples follow the same Rules. The fee screen of each form shows the exact amount before you pay.

Penalties are larger than fees. Section 12(8) charges INR 1,000 a day up to INR 1,00,000 on the company and on each officer in default. Section 446B halves these for small companies, one person companies and start ups, which gives INR 500 a day up to INR 50,000. Section 446B sets its own ceiling of INR 2,00,000 for a company and INR 1,00,000 for an officer.

## Which registrations must a company update after the move?

Update GST first, because it has the tightest clock. A new principal place of business in the same State needs a core field amendment. The company files Form GST REG-14 within 15 days of the change. A move to another State needs a fresh GST registration there. PAN, TAN, IEC, labour registrations and the bank follow.

GST follows the place of business, not the registered office. A company that moves only its registered office, and keeps its operations where they are, may have nothing to change in GST. We check the principal place of business on the GST certificate before filing anything.

Rule 19 of the CGST Rules, 2017 treats the principal place of business as a core field. A Tax Official approves a core field amendment by an order in Form GST REG-15. The GST portal guide says an application the official does not act on is approved automatically after the time rule 19 allows. The [GST portal guide on core fields](https://tutorial.gst.gov.in/userguide/registration/Amendment_of_Registration_-_Core_Fields.htm) says the amendment must be filed within 15 days of the change. It also says the amendment form cannot be used for a move to another State.

GST registration is State specific, so a State change means a new GSTIN in the new State. The CBIC registration FAQ says to cancel the current registration and apply afresh in the new State. A company that keeps a place of business in the old State keeps that GSTIN as a separate registration. On our reading, unused input tax credit does not move to the new GSTIN on its own, so plan its use before you cancel. Our guide to [GST registration for foreign owned companies](/insights/gst-registration-for-foreign-companies-in-india) covers the new State application.

| Registration | What to file | Clock |
|---|---|---|
| GST, same State | Core field amendment, Form GST REG-14 | Within 15 days of the change |
| GST, new State | Fresh registration in Form GST REG-01; cancellation of the old GSTIN if no business remains | Before supplies start in the new State |
| PAN and TAN | Request for change in PAN and TAN data with the new address | No fixed limit; do it before the next TDS statement |
| IEC | Modification on the DGFT portal | Before the next shipment; annual update in April to June |
| Professional tax and shops and establishments | Fresh registration under the new State's law if the office or staff move | As the State law requires |
| EPFO and ESIC | Update the establishment address | As soon as the move is complete |
| Bank and AD bank | KYC update with the new certificate and INC-22 | Before the next foreign remittance |
| Letterheads, invoices, website, signboard | New address and, after a State change, new CIN | From the effective date |

Professional tax and shops and establishments registrations are State laws. A move to another State means applying again under that State's Act. See our [professional tax registration service](/services/professional-tax-registration.html) for the States that levy it.

FEMA has no separate filing for a change of registered office, on our reading of the reporting directions. We send the AD bank the new certificate and INC-22 so its records match the next FC-GPR or FC-TRS. The importer exporter code needs its own update, covered in our page on the [IEC for foreign owned companies](/insights/import-export-code-iec-registration-foreign-owned-company).

Existing contracts stay valid because the company is the same legal person. We send counterparties a short notice of the new address and, after a State change, the new CIN.

## What should a foreign parent plan for?

A foreign parent should plan for signatures, timing and proof of premises. INC-23 and its declarations need directors' digital signatures and notarised affidavits. Directors abroad slow this down. We have the resident director sign where the board allows, and we book the newspaper slots once the creditor list is ready.

The parent votes on the special resolution as a member through its authorised representative under section 113. With shorter notice consent, the general meeting can sit two days after the board meeting. Our page on the [resident director](/insights/resident-director-requirement-indian-company) explains who can sign in India.

A State change resets several things the parent's legal team tracks. The CIN changes, the ROC may change and the GSTIN changes. The parent's group records, intercompany agreements and transfer pricing documents should all carry the new details from the effective date.

Proof of premises causes the most delay. A lease must be in the company's name and notarised. Co working providers usually supply an owner's authorisation and a utility bill, which rule 25(2) accepts. We check that the provider will sign for registered post, because section 12(9) verification relies on it.

## What changed in 2026

Sections 12 and 13 were not amended in 2026. The latest change to rules 25 to 31 that we found is G.S.R. 790(E) of 20 Oct 2023. The recent changes to the procedure date from 2023, when MCA moved these forms to its V3 portal and amended rule 30.

| Area | Old rule | New rule | Date | Instrument |
|---|---|---|---|---|
| Forms on the V3 portal | Forms INC-22 and INC-23 on the V2 portal | Revised forms on V3, with prefilled company data | 23 Jan 2023 | Companies (Incorporation) Amendment Rules, 2023 |
| Copy to the Registrar for a State change | Separate copy of the application to the Registrar | Current rule 30(4) needs no separate copy; INC-23 intimation is shared with the Registrar through the MCA system | 2023 amendments, current text | Rule 30(4), as amended by the Companies (Incorporation) Amendment Rules, 2023 |
| State change after insolvency | Barred while any inquiry, inspection, investigation or prosecution was pending; order could carry costs | Allowed for new management under an approved resolution plan, subject to conditions; costs wording omitted | 21 Oct 2023 | Rule 30(9), Companies (Incorporation) Third Amendment Rules, 2023, G.S.R. 790(E) of 20 Oct 2023 |
| Companies Act amendments | Not applicable | Corporate Laws (Amendment) Bill, 2026 introduced; not law | 23 Mar 2026 | Bill No. 85 of 2026 |
| Forms and rules 25 to 30 | INC-22, INC-23 and current rule 25 | Draft rules published for comment, reported to propose an E-CHNG form and a new rule 25; final notification not confirmed | 8 Apr 2026 | MCA public notice on draft Companies (Incorporation) Amendment Rules, 2026 |

### What has happened since

On 8 Apr 2026, MCA published a public notice on draft Companies (Incorporation) Amendment Rules, 2026 for comment. Secondary summaries of the draft describe four proposals relevant to this page:

1. One web form, E-CHNG, would replace INC-22, INC-23 and INC-24.
2. Rule 25 would be replaced with document lists for owned, leased, co working and SEZ premises.
3. Rule 30(9) would allow a State shift in limited cases while an inquiry or investigation is pending, against a board undertaking.
4. Notices under rules 28 and 30 could go by email or speed post as well as registered post.

We could not open the draft on mca.gov.in, so treat these four points as proposals. Read the notice itself before you rely on any of them. We could not confirm a final notification of the rules by 23 Oct 2026, because MCA's sites block automated readers. Check the Notifications page of mca.gov.in before you file. Until final rules are notified, the forms and rules described above apply.

The Corporate Laws (Amendment) Bill, 2026 (Bill No. 85 of 2026) was introduced in the Lok Sabha on 23 Mar 2026, after this page's publish date. It went to a Joint Parliamentary Committee, whose report is dated 3 Aug 2026 on the PRS tracker. That tracker shows no passage by either House, and we found no enactment by 23 Oct 2026.

The Bill has no clause amending section 12 or section 13. Clause 21 would insert a new section 12A. Prescribed classes of companies would have to keep a website and email address and tell the Registrar of them. We will update this page if Parliament passes the Bill.

## Worked example

A Delhi company, wholly owned by a Singapore parent, wants to move its registered office to Gurugram, Haryana. Its authorised capital is INR 1 crore. The ROC for Delhi and Haryana is the same office, but the State changes. So the move falls under section 13(4), not section 12.

The company counts days from the board meeting, Day 0:

1. Day 0: the board approves the shift and calls a general meeting at shorter notice.
2. Day 2: members pass the special resolution. The parent, holding 99.99 percent, and its nominee holder give shorter notice consent.
3. Day 5: the company files MGT-14. The limit was Day 32.
4. Day 8: the INC-26 notice appears in one English and one Hindi newspaper. Creditors and the Chief Secretary of Delhi receive notices.
5. Day 22: the 14 day objection window closes with no objection.
6. Day 23: the company files INC-23. The limit was Day 38, 30 days after the notice.
7. Day 38: the Regional Director's 15 day limit from a complete application ends. Assume the order issues on Day 36.
8. Day 40: the company receives the certified copy. INC-28 is due by Day 70. It files on Day 42.
9. After approval of INC-28, the company holds a fresh certificate from the Haryana side. Its CIN should carry the Haryana State code. It files INC-22 within 30 days.

MCA fees for this move work out as follows:

1. MGT-14 at the normal fee for INR 1 crore of nominal capital: INR 600.
2. INC-23 for authorised capital above INR 50,00,000 up to INR 5 crore: INR 10,000.
3. INC-28 at the normal fee: INR 600.
4. INC-22 at the normal fee: INR 600.

The MCA fees total INR 11,800. Newspaper charges and notarisation are extra and vary by city, so we quote them separately.

Now assume the company forgets INC-22 and files it 40 days after the 30 day limit. The additional fee for a delay of more than 30 days and up to 60 days is 4 times the normal fee. That adds INR 2,400 to the normal INR 600, for INR 3,000 in total.

The penalty exposure is larger. Section 12(8) charges INR 1,000 for each of the 40 days, so INR 40,000 for the company. Each officer in default faces another INR 40,000. With two directors in default, the total exposure is INR 1,20,000.

GST changes too. The company registers in Haryana in Form GST REG-01 before it supplies from Gurugram. It cancels the Delhi GSTIN only after it has used or written off the Delhi credit and filed the final return.

## Common mistakes

1. Treating a move to a new city in the same State as a board matter. Fix: check local limits; outside them, pass a special resolution and file MGT-14.
2. Assuming one ROC means one State. Fix: a Delhi to Haryana move needs section 13(4) approval even though one ROC covers both.
3. Publishing the INC-26 notice too early. Fix: file INC-23 within 30 days of the notice, or publish again.
4. Using a creditor list older than a month. Fix: date the list close to filing and reconcile it with the ledger.
5. Filing INC-22 with a lease in the parent's name or a stale rent receipt. Fix: use a notarised lease in the company's name with a receipt not older than one month.
6. Filing INC-22 too early. Fix: for a Regional Director case, wait for the INC-28 approval, then file within 30 days.
7. Amending GST for a State change. Fix: apply for fresh registration in the new State; the amendment form does not cover it.
8. Forgetting the new CIN after a State change. Fix: update letterheads, invoices, the website and bank records on the effective date.
9. Leaving an open ROC notice undisclosed. Fix: list every pending inquiry or adjudication in INC-23.

## Checklist

1. Confirm whether the new address is inside local limits, under the same ROC, and in the same State.
2. Obtain the lease, owner's authorisation and a utility bill for the new premises.
3. Hold a board meeting to approve the shift and call a general meeting if needed.
4. Pass the special resolution and file MGT-14 within 30 days.
5. Prepare the creditor list and the directors' declaration for a State change.
6. Publish the INC-26 notice and send notices to creditors, the Registrar and the Chief Secretary.
7. File INC-23 within 30 days of the notice, with objections and responses if any.
8. File the Regional Director's order in INC-28 within 30 days of receiving it.
9. File INC-22 within 30 days of the change of address.
10. Update GST, PAN, TAN, IEC, labour registrations, the bank and all stationery.

To have us run a registered office shift, email business@krystal7.com with the current and new addresses and the latest balance sheet. Our [annual compliance service](/services/compliance-company.html) includes the follow on updates.

## Key terms

- **Registered office**: Section 12 of the Companies Act, 2013 requires every Indian company to have a registered office in India, within 30 days of incorporation and at all times after, that can receive notices. Proof is a recent utility bill plus the owner's no objection letter or a rent agreement. A later change goes to the Registrar in Form INC-22. (https://krystal7.com/glossary#registered-office)
- **Form INC-22**: The MCA form for notice of the situation, or change of situation, of a company's registered office under section 12 of the Companies Act, 2013 and rules 25 and 27 of the Companies (Incorporation) Rules, 2014. It carries proof of the premises, such as a lease with a rent receipt and a utility bill. (https://krystal7.com/glossary#form-inc-22)
- **Form INC-23**: The application to the Regional Director under sections 12(5) and 13(4) of the Companies Act, 2013 and rules 28 and 30 of the Companies (Incorporation) Rules, 2014. A company files it to shift its registered office to another ROC in the same State, or to another State. (https://krystal7.com/glossary#form-inc-23)
- **Regional Director (RD)**: An officer of the Ministry of Corporate Affairs who exercises delegated powers of the Central Government over a region of States. Under the Companies Act, 2013 the Regional Director confirms shifts of registered office between ROCs and approves shifts between States. (https://krystal7.com/glossary#regional-director)
- **Local limits (registered office)**: The boundary of the city, town or village where a company's registered office sits, used by section 12(5) of the Companies Act, 2013. A move inside these limits needs only a board decision and Form INC-22. A move outside them needs a special resolution. (https://krystal7.com/glossary#local-limits-registered-office)
- **Form INC-26**: The format of the newspaper notice a company publishes under rule 30(5) of the Companies (Incorporation) Rules, 2014 before it applies to shift its registered office to another State. It appears in an English newspaper and a vernacular newspaper and invites objections to the Regional Director. (https://krystal7.com/glossary#form-inc-26)
- **Form INC-28**: The Ministry of Corporate Affairs form a company uses to file an order of a court, the Tribunal or another competent authority with the Registrar of Companies. Rule 40 of the Companies (Incorporation) Rules, 2014 requires the Regional Director's order on a different financial year to be filed in it within 30 days. (https://krystal7.com/glossary#form-inc-28)

## Frequently Asked Questions

### What is the time limit to file INC-22 after a change of registered office?

Form INC-22 is due within 30 days of the change under section 12(4) of the Companies Act, 2013. For a move that needs Regional Director approval, the change happens when the Registrar registers the order, so the 30 days run from then. A late filing pays an additional fee and risks a section 12(8) penalty.

### Can a company change its registered office by board resolution alone?

Yes, if the new office is within the local limits of the same city, town or village. The board approves it and the company files Form INC-22 within 30 days. A move outside local limits needs a special resolution under section 12(5) of the Companies Act, 2013, filed in Form MGT-14.

### What documents are needed for INC-22?

Rule 25(2) of the Companies (Incorporation) Rules, 2014 asks for a title document. A tenant gives a notarised lease in its name with a rent receipt not older than one month. Where the owner permits use, the owner's authorisation and proof of ownership go in. A utility bill not older than two months is attached in every case.

### Is Regional Director approval needed to shift the registered office within the same State?

Only when the new office falls under a different ROC. The proviso to section 12(5) of the Companies Act, 2013 requires Regional Director confirmation in Form INC-23 under rule 28. Moves within the same ROC need only a special resolution if they leave local limits, and a board resolution if they do not.

### How do you shift a registered office from one State to another?

Pass a special resolution altering the memorandum, file MGT-14, and publish the INC-26 notice. Send notices to creditors, the Registrar and the Chief Secretary. Then apply in Form INC-23 under section 13(4) and rule 30. File the Regional Director's order in INC-28 within 30 days, then file INC-22.

### How long does the Regional Director take to approve a change of State?

Section 13(5) of the Companies Act, 2013 gives the Central Government 60 days to decide. Under rule 30(7), the Regional Director decides within 15 days of the application where no objection is received. With objections, rule 30(8) allows 60 days from the company's affidavit on consensus or settlement.

### What is Form INC-26?

Form INC-26 is the newspaper notice a company publishes before applying to shift its registered office to another State. Rule 30(5)(a) requires it in an English newspaper and a vernacular newspaper of the district, not more than 30 days before INC-23. It invites objections to the Regional Director within 14 days.

### Does the CIN change when the registered office moves to another State?

Expect it to. The CIN carries a two letter code for the State of registration. After a shift under section 13(4) of the Companies Act, 2013, the new State's Registrar issues a fresh certificate under section 13(7). Take the CIN from that certificate and use it on letterheads, invoices and all filings.

### Can a company shift to another State while an ROC inquiry is pending?

No. The proviso to rule 30(9) of the Companies (Incorporation) Rules, 2014 bars the shift while an inquiry, inspection or investigation is open. It also bars it while a prosecution under the Act is pending. Rule 30(10) allows it once the matter closes with no prosecution envisaged or pending.

### What is the penalty for not filing INC-22 on time?

Section 12(8) of the Companies Act, 2013 charges INR 1,000 for each day of default, up to INR 1,00,000. The company and every officer in default each face it. Section 446B halves this for small companies, one person companies and start ups. The late form also pays an additional fee.

### Do I need a new GST registration after changing the registered office?

Only if the principal place of business moves to another State, because GST registration is State specific. A new principal place in the same State needs a core field amendment in Form GST REG-14. Rule 19 of the CGST Rules, 2017 allows 15 days. A registered office move alone may need no GST change.

### Can a co working space be a registered office?

Yes, if the company can prove its right to use it. Rule 25(2) of the Companies (Incorporation) Rules, 2014 accepts the owner's or occupant's authorisation with proof of occupancy, plus a recent utility bill. The office must receive notices under section 12(1), and the Registrar may verify it under section 12(9).

### Does a change of registered office need any RBI or FEMA filing?

We have found no separate FEMA filing for a change of registered office in the RBI reporting directions. The company should update its AD bank with the new certificate and Form INC-22. Later FEMA filings, such as Form FC-GPR, then carry the new address and, after a State change, the new CIN.

### Is a newspaper advertisement needed for a shift within the same State?

Rule 28 of the Companies (Incorporation) Rules, 2014 does not list one for a move between ROCs in a State. The MCA instruction kit for INC-23 has a rejection code asking for a notice published one month before filing in such cases. We publish one to avoid resubmission.

## Sources

- Income Tax Department (Companies Act, 2013 text), Section 12, registered office of company, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-12-144
- Income Tax Department (Companies Act, 2013 text), Section 13, alteration of memorandum, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-13-143
- Ministry of Corporate Affairs, Instruction Kit for Form INC-23 (V3), accessed 23 Oct 2026, https://www.mca.gov.in/content/dam/mca-aem-forms/instructionkits/Instruction%20Kit_INC-23.pdf
- Ministry of Corporate Affairs, Rules: Companies (Incorporation) Rules, 2014 (rules 25, 27, 28, 30 and 31, as amended to 2023) and Companies (Registration Offices and Fees) Rules, 2014, https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/rules.html
- Ministry of Corporate Affairs, Notifications: Companies (Incorporation) Amendment Rules, 2023 (effective 23 Jan 2023); Companies (Incorporation) Third Amendment Rules, 2023, https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/notifications.html
- Ministry of Corporate Affairs, G.S.R. 790(E), Companies (Incorporation) Third Amendment Rules, 2023, 20 Oct 2023 (rule 30(9)), https://egazette.gov.in/WriteReadData/2023/249628.pdf
- Institute of Company Secretaries of India, Subject wise monthly updates, January 2023 (Companies (Incorporation) Amendment Rules, 2023, in force 23 Jan 2023), https://www.icsi.edu/media/webmodules/SubjectwiseMonthlyUpdatesJan2023.pdf
- Lok Sabha, Corporate Laws (Amendment) Bill, 2026, Bill No. 85 of 2026, introduced 23 Mar 2026 (status and text via the PRS Legislative Research tracker), https://prsindia.org/billtrack/the-corporate-laws-amendment-bill-2026
- Ministry of Corporate Affairs, public notice on draft Companies (Incorporation) Amendment Rules, 2026, file `Policy-01/2/2025-CL-V-MCA-Part(2)`, 8 Apr 2026 (could not be opened; content taken from published summaries), https://www.mca.gov.in/bin/dms/getdocument?mds=3KPvpF1yQWSXz4WSZ5aWhQ%3D%3D&type=open
- GST Network, User manual and FAQs on amendment of registration (core fields), accessed 23 Oct 2026, https://tutorial.gst.gov.in/userguide/registration/Amendment_of_Registration_-_Core_Fields.htm
- CBIC, GST FAQs on registration, part 2 (FAQs 3.5 and 3.6), https://cbic-gst.gov.in/pdf/faq-manual/faqs-registration-part2.pdf

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