Change Registered Office Address of a Company: INC-22 Filing Guide
Moving your registered office isn't just an address update - it's a statutory event under the Companies Act, 2013 that must be approved by the board (and sometimes shareholders and the Regional Director) before it's filed with the ROC. Get the process wrong and you risk rejected filings or an invalid address on record. This guide explains exactly how to change a registered office in 2026, and how KanoonPe manages it for a flat, all-inclusive price.
Quick summary
- What it is: The statutory process of updating a company's registered office address with the Registrar of Companies.
- Governed by: Section 12 & 13 of the Companies Act, 2013; filed via Form INC-22 (and INC-23/MGT-14 for inter-state moves).
- Best for: Companies relocating offices within a city, across cities, or across states.
- KanoonPe price: Flat, all-inclusive quote on a free callback · Timeline: typically 7–15 working days depending on move type.
Quick facts
| Detail | Information |
|---|---|
| Governing law | Companies Act, 2013 - Sections 12 & 13 |
| Filing form | Form INC-22 (all moves); Form MGT-14 + INC-23 (Regional Director approval for inter-state moves) |
| Approval needed | Board resolution (same city); special resolution (same state, different ROC/city); special resolution + RD approval (inter-state) |
| Filing deadline | INC-22 within 15 days of the resolution/approval |
| Authority | Registrar of Companies (ROC); Regional Director (for inter-state moves) |
| KanoonPe price | Flat, all-inclusive quote - request a free callback |
| Timeline | 7–15 working days (same city/state) to 30–45 days (inter-state) |
What is a registered office change?
Changing the registered office means legally updating the address recorded with the Registrar of Companies where all official communications and statutory records of the company are maintained, done via Form INC-22 under Section 12 of the Companies Act, 2013.
The process differs by distance: moving within the same city needs only a board resolution and INC-22 filing. Moving within the same state but to a different ROC jurisdiction needs a special resolution and confirmation from the Regional Director. Moving to a different state requires a special resolution, Regional Director approval via Form INC-23, and amendment of the MOA's registered office clause.
Every company must have a registered office within 30 days of incorporation and must keep this address current at all times.
Who needs this service?
- Companies relocating headquarters to a new city for cost, talent, or business reasons.
- Startups moving from a co-working/virtual address to a permanent office.
- Businesses expanding operations and shifting the registered office closer to new facilities.
- Companies consolidating operations by moving the registered office to match their primary state of business.
- Founders who registered at a temporary or residential address and now need a commercial one.
Benefits of a properly filed office change
- Legal validity - Only an ROC-updated address is the company's valid address for service of legal notices and government communication.
- Avoids compliance mismatch - Keeps GST, bank, and other registrations aligned with the correct registered office.
- Enables jurisdiction-specific benefits - Some states offer better compliance ease or lower costs.
- Prevents penalties - Filing on time avoids late fees and scrutiny during ROC inspections.
- Supports business credibility - An updated, verifiable address strengthens due diligence for investors and lenders.
Documents required to change registered office
Proof of new address
- Rent/lease agreement or sale deed for the new premises
- No Objection Certificate (NOC) from the property owner, if rented
- Latest utility bill (electricity/telephone) not older than 2 months
Company documents
- Board resolution approving the change
- Special resolution (for inter-city/inter-state moves)
- Certified copy of MOA (for inter-state moves requiring clause amendment)
- Newspaper advertisement copy (for inter-state moves, as required)
- List of creditors (for inter-state moves, where applicable)
Regulatory filings
- Form INC-22 with attachments
- Form MGT-14 (for special resolution filing)
- Form INC-23 (application to Regional Director for inter-state moves)
Ready to get started? Talk to a verified expert → - get a transparent, all-inclusive quote to shift your registered office within one business hour.
Process to change registered office (step by step)
- Determine the type of move. Same city, same state (different ROC), or inter-state - this decides the approval route.
- Convene a board meeting. Pass a board resolution (same city) or approve calling a general meeting (other moves).
- Pass a special resolution. Required for moves outside city limits or across states; filed via Form MGT-14.
- Apply to the Regional Director (inter-state only). File Form INC-23 seeking approval; publish newspaper notice and address creditor objections.
- File Form INC-22. Submit the new address proof, NOC, and resolution to the ROC within 15 days of the resolution/RD order.
- ROC verification. The Registrar updates the company's master data with the new registered office address.
- Update ancillary registrations. Amend GST registration, bank records, licenses, and letterheads to reflect the new address.
Cost of changing registered office in India
| Cost component | What drives it |
|---|---|
| Government/ROC filing fee | Based on authorised capital, per form filed (INC-22, MGT-14, INC-23) |
| Regional Director fee | Applicable only for inter-state moves |
| Newspaper advertisement cost | Required for inter-state moves |
| Professional fees | Resolution drafting, RD application, INC-22 filing |
KanoonPe offers a flat, all-inclusive quote for same-city/same-state moves - resolution drafting and INC-22 filing bundled in. Inter-state moves involving Regional Director approval are quoted separately based on complexity, with all government fees shown upfront.
Timeline to change registered office
| Stage | Same city | Inter-state |
|---|---|---|
| Board/special resolution | 1–2 days | 2–3 days |
| MGT-14 filing | 1 day | 1 day |
| Regional Director approval | Not applicable | 15–30 days |
| INC-22 filing & ROC approval | 3–5 days | 5–7 days |
| Total | 7–10 working days | 30–45 working days |
Every KanoonPe order carries a written SLA - filed on time or you get a refund.
Penalties for delayed or non-compliant filing
- Late filing of INC-22 attracts additional fees ranging from 2x to 12x the normal fee depending on delay, under the Companies (Registration Offices and Fees) Rules.
- Operating without an updated registered office on record can result in the company being marked non-compliant, and notices/summons sent to the old address are still deemed valid service.
- Continuing default can attract penalties under Section 12(8) - up to ₹1,000 per day for the company and every officer in default, subject to a maximum.
- Skipping Regional Director approval for inter-state moves makes the change legally invalid.
Registered office change: same-city vs inter-state
| Factor | Same city | Same state, different ROC | Inter-state |
|---|---|---|---|
| Approval | Board resolution | Special resolution | Special resolution + RD approval |
| Forms | INC-22 | MGT-14 + INC-22 | MGT-14 + INC-23 + INC-22 |
| MOA amendment | Not required | Not required | Required (registered office clause) |
| Timeline | 7–10 days | 10–15 days | 30–45 days |
Why choose KanoonPe
- Transparent flat pricing - one all-inclusive number for same-city/state moves; government fees at actuals, shown upfront.
- Filed-on-time or refund - every order ships with a written SLA.
- One accountable case owner - a single named CS manages resolutions, RD liaison, and ROC filing.
- Live status tracking - track every filing stage on your dashboard.
Trusted by 50,000+ businesses, rated 4.7/5, with 500+ verified CAs, CS and lawyers.