Last updated: 14 Oct 2026

Virtual Auditor

Change of Registered Office

Last updated: 14 Oct 2026

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Registered office change varies by scope: (a) Within the same city: Board resolution + INC-22 filing (simplest), (b) Within the same state but different RoC: Special resolution + RD approval + INC-23, (c) Different state: Special resolution + Regional Director or NCLT approval. Virtual Auditor handles all types with appropriate regulatory approvals. Quick Answer: Change of Registered Office — Change of Registered Office by CA/CS firm. Companies Act compliance. Expert filing and advisory. Virtual Auditor.

How is a company's registered office changed?

Regulatory Framework

Regulatory basis: Companies Act, 2013 — Section 12 (registered office; notice of every change in Form INC-22 within 30 days), Section 13 (alteration of the memorandum for a change of state: special resolution, Regional Director approval in Form INC-23, and the order filed in Form INC-28) and the Companies (Incorporation) Rules, 2014 (rules 25 to 31).

Registered Office Change — Types

TypeApproval NeededForm
Within same cityBoard resolutionINC-22
Same state, different citySpecial resolutionINC-22 + MGT-14
Different stateCentral Government + SRINC-23 + MGT-14 + RD approval

Step-by-Step Process

    Step 1

    Pass board resolution for office change

      Step 2

      Obtain address proof and NOC for new office

        Step 3

        File INC-22 with RoC within 30 days

          Step 4

          Update GST registration (REG-14) within 15 days

            Step 5

            Update PAN, bank, and other registrations

            Virtual Auditor vs Self-Filing vs Online Aggregators

            When it comes to change of registered office, you have three choices: self-filing through government portals, using an online aggregator, or engaging a qualified CA firm like Virtual Auditor. Self-filing saves fees but risks errors that trigger notices and penalties. Online aggregators offer low-cost templated services but lack the expertise to handle complications. Virtual Auditor provides practitioner-level expertise with personalised attention — every engagement is supervised by CA V. Viswanathan (FCA, ACS, CFE, IBBI RV), ensuring accuracy, regulatory compliance, and strategic advisory that goes beyond mere filing.

            When Is Change of Registered Office Not Required?

            A registered office address service may not be required when: (a) you have your own commercial premises that can serve as the registered address, (b) the promoter's residential address is acceptable for the type of entity being formed, or (c) a co-working space address with proper NOC and utility bill is available. MCA requires a valid registered office within 15 days of incorporation.

            If you are unsure whether your situation requires change of registered office, contact us for a free preliminary assessment. We will advise you honestly — including telling you if you do not need our services.

            Documents Required

            The following documents are needed to initiate the change of registered office process:

            PAN card of the entity/individual, Aadhaar of the authorised person, proof of business address (rent agreement + utility bill), bank account details or cancelled cheque, Certificate of Incorporation or Business Registration proof, and any specific licences or approvals relevant to the engagement.

            We provide a personalised document checklist after the initial consultation, tailored to your specific entity type and situation. Documents can be shared securely via email or our client portal.

            What You Receive

            Upon completion of the change of registered office engagement, you will receive: Engagement completion report, all filed forms/returns with acknowledgment receipts, compliance status summary, advisory note on observations and recommendations, and a forward-looking compliance calendar with upcoming due dates.

            All deliverables are reviewed by CA V. Viswanathan (FCA, ACS, CFE, IBBI RV) before release to ensure accuracy and regulatory compliance.

            Updated for FY 2025-26

            This service page reflects the latest regulatory requirements as of March 2026, incorporating changes from the Union Budget 2025, recent MCA notifications, CBDT/CBIC circulars, and RBI master directions applicable to change of registered office. Virtual Auditor continuously monitors regulatory updates to ensure all advice and filings are current.

            Why Choose a CA Firm Over Self-Filing or Aggregators?

            Self-filing through government portals is an option for straightforward cases, but it carries risks — incorrect classification, missed deductions, or procedural errors that can trigger notices and penalties. Online aggregators offer low prices but use templated approaches without understanding your specific regulatory situation. Virtual Auditor provides practitioner-grade expertise: every engagement is handled by qualified professionals (FCA, ACS, CFE, IBBI RV) who understand the regulatory nuances, anticipate complications, and provide ongoing support beyond the filing.

            What has changed in the law — reviewed October 2026

            • Income-tax Act, 2025: assented to on 21 August 2025 and in force from 1 April 2026, it replaces the Income-tax Act, 1961 for tax year 2026-27 onward, and the Income-tax Rules, 2026 (notified 20 March 2026) replace the 1962 Rules. Section and rule numbers on this page are those of the 1961 Act and 1962 Rules, which continue to govern assessments, appeals and pending proceedings for assessment years up to 2026-27; for tax year 2026-27 onward the corresponding provisions of the 2025 Act apply, and our engagement letters quote both.

            Frequently Asked Questions

            Which form is used?
            INC-22 for same city/RoC. INC-23 for different RoC/state. Additional approvals needed for cross-state changes.
            How to change registered office within the same city?
            Pass board resolution. File INC-22 with RoC within 30 days. Provide new address proof (rent agreement + NOC or ownership document) and utility bill. No special resolution needed for change within same RoC jurisdiction.
            How to change registered office to another state?
            Requires special resolution (Section 13), application to Regional Director (Form INC-23), newspaper advertisement, and Central Government confirmation. Timeline: 2-4 months. Most complex type of office change.
            What documents are needed for registered office change?
            Board resolution, address proof of new office (rent agreement/sale deed), NOC from property owner, utility bill (not older than 2 months), and proof of registered office (INC-22 declaration).
            Is GST address change needed after registered office change?
            Yes. File GST REG-14 for address amendment within 15 days. PAN address update through NSDL. Update with banks, EPFO, ESIC, and all other regulatory registrations.
            What is the penalty for not intimating registered office change?
            Penalty of ₹1,000 per day of default under Section 12(8) of the Companies Act, 2013. Maximum: ₹1 lakh. Every officer in default also liable.
            How do I make this corporate change correctly, and what approvals and records are needed?
            Start with what the change is and what your articles of association say. Most changes need a board resolution, and some need the shareholders: a change of name, a shift of registered office to another state or an alteration of the articles needs a special resolution, which is filed in Form MGT-14 within 30 days. Each change has its own ROC form: DIR-12 within 30 days for appointing or removing a director (the new director needs a DIN and gives consent in DIR-2), SH-7 for an increase in authorised capital, INC-22 for a change of registered office. Afterwards, update the statutory registers, the bank and GST records, and your letterhead. We check the prerequisites, draft the resolutions and file the forms.
            What is the penalty for not filing INC-22 in time?
            Under Section 12(8) of the Companies Act, 2013, the company and every officer in default are liable to a penalty of ₹1,000 for every day the default continues, up to ₹1,00,000.
            Which approval does each type of change need?
            Within the same city, town or village: a board resolution and Form INC-22. Outside those limits but within the same state: a special resolution (Section 12(5)), filed in MGT-14, and INC-22; if the new address falls under a different Registrar in the same state, the Regional Director must also confirm the change. From one state to another: a special resolution under Section 13(1), Regional Director approval applied for in Form INC-23, the order filed in Form INC-28, and then INC-22.

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