Shift Registered Office
of Your Company
Change your company's registered office address — within the same city, to a different city in the same state, or to a completely different state. CA/CS-managed Board Resolution, special resolution, MGT-14, INC-22 and INC-23 filings on MCA V3.
Why Companies Shift Their Registered Office
A company's registered office is its official legal address — it is where all government notices, legal summons, and official MCA communications are sent. The registered office address appears on the Certificate of Incorporation, MOA, and all MCA filings. Companies shift their registered office for various business reasons: moving to a new city for better talent or clients, consolidating offices after a merger, shifting to a more commercial address, or relocating the promoter to a different state.
The procedure and complexity of shifting the registered office depends entirely on where you are shifting to. A shift within the same city requires only a Board Resolution and INC-22. A shift to a different city in the same state (but under the same ROC) needs a special resolution and INC-22. A shift across ROC jurisdictions within a state needs Central Government (RD) confirmation. And a shift to an entirely different state requires an application to the Regional Director, a creditor/debenture-holder public notice, and NCLT petition if there are objections.
Registered Office ≠ Principal Place of Business
Many companies maintain their operational office at a different location from their registered office. This is perfectly legal — the registered office is simply the address that is officially registered with MCA for legal communications. It can be a CA's office, a virtual office, a co-working space, or the promoter's residence, as long as the company receives official communications there. However, the address must be real and reachable — not a PO Box.
Which Type of Shift Applies to You?
The entire procedure — forms, resolutions, approvals, and timelines — depends on which of the three scenarios your shift falls into. TaxClue determines this during the free consultation and advises the exact pathway.
CIN Changes When Shifting to a Different State
The CIN (Corporate Identity Number) contains the state code of the registered office. When shifting to a different state, the ROC cancels the existing CIN and issues a new one with the new state's code. This means all filings, bank communications, contracts, and tax registrations where the CIN is quoted must be updated. TaxClue manages the complete post-shift CIN update process.
All Three Scenarios Compared
| Aspect | Within Same City | Different City, Same State | Different State |
|---|---|---|---|
| Resolution Required | Board Resolution only | Special Resolution (¾ majority) | Special Resolution (¾ majority) |
| EGM / AGM Required | No | Yes — 21 days notice | Yes — 21 days notice |
| MGT-14 Filing | Not required | Required within 30 days | Required within 30 days |
| Form for Shift | INC-22 | INC-22 | INC-23 (RD) + INC-22 |
| Regional Director Approval | Not required | Not required | Required — INC-23 petition |
| Public Notice | Not required | Not required | Newspaper notice + creditor notice |
| MOA Amendment | Not required | Not required (same state) | State Clause (Clause II) amended |
| CIN Change | No — CIN unchanged | No — CIN unchanged | Yes — state code in CIN changes |
| Typical Timeline | 1–2 weeks | 4–6 weeks | 8–14 weeks |
| NCLT Petition | Never required | Never required | If creditor objects to RD application |
| GST Registration | GST address amendment only | GST address amendment only | New GST registration in new state required |
GST Impact — Shifting Across States Requires New GSTIN
GST registration is state-specific. If your company's registered office shifts to a different state, a new GSTIN must be obtained in the new state — the existing GSTIN (which is tied to the old state) cannot be transferred. If the company has business operations in the old state, it may need to retain the old GSTIN for that state as well. TaxClue advises on the GST transition plan and manages both cancellation of old registration (or downgrade to additional place of business) and fresh registration in the new state.
How TaxClue Handles Each Type of Shift
Scenario 1 — Within Same City (Board Resolution + INC-22)
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1
Pass Board Resolution Authorising New Address
A Board Meeting is convened and a resolution is passed authorising the shift to the new address within the same city. TaxClue drafts the board resolution specifying the complete new registered office address — including pin code and proof of address at the new location.
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2
File INC-22 Within 30 Days
Form INC-22 is filed on MCA V3 within 30 days of the Board Resolution — notifying ROC of the new registered office address. Attached with the Board Resolution and address proof of the new location (utility bill, NOC from owner, lease agreement). TaxClue files within 2–3 working days of the resolution.
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3
Update GST, Bank, and Regulatory Records
After INC-22 is accepted by ROC, the new address is reflected on MCA. TaxClue assists with GST address amendment, bank notification, and updating all regulatory licences to the new address within the same city.
Scenario 2 — Different City, Same State (Special Resolution + MGT-14 + INC-22)
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1
Convene EGM — 21 Days Notice
EGM notice is sent to all shareholders with at least 21 clear days notice. TaxClue drafts the notice, agenda, and explanatory statement. The notice specifies the proposed new city and the full new address.
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2
Pass Special Resolution at EGM
A special resolution approving the shift of registered office to the new city (within the same state) is passed with ¾ majority. TaxClue prepares the minutes and certified copies of the resolution for use in MGT-14 filing.
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3
File MGT-14 Within 30 Days
Form MGT-14 is filed within 30 days of the EGM — reporting the special resolution for the registered office shift to ROC. Attached with the certified special resolution and EGM minutes. TaxClue files within 2–3 days of the EGM.
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4
Physically Shift to New Address & File INC-22
Once the company shifts to the new address, INC-22 is filed within 30 days — notifying ROC of the actual new address in the new city. Attached with Board Resolution (or special resolution), address proof (NOC/lease/utility bill), and director DSC. MCA updates the registered office address on the company's master data.
Scenario 3 — Different State (Special Resolution + INC-23 + INC-22)
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1
Pass Special Resolution + Amend MOA State Clause
An EGM is convened and a special resolution is passed approving: (i) the shift to the new state, and (ii) amendment to Clause II (State Clause) of the MOA. TaxClue drafts the amended MOA and the EGM notice. MGT-14 is filed within 30 days of the EGM.
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2
File INC-23 — Application to Regional Director
Form INC-23 is filed with the Regional Director (RD) of the MCA — an application seeking approval for the inter-state shift. The application must include: special resolution, amended MOA, latest audited financials, list of creditors with confirmation of no objection, and a declaration by directors. Attached with a copy of the newspaper public notice.
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3
Publish Public Notice in Newspapers
A notice of the intended registered office shift must be published in two newspapers — one in the English language and one in the local regional language — circulating in the district where the current registered office is located. This gives creditors and other stakeholders 21 days to raise objections.
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4
Serve Notice on Creditors, Debenture Holders & ROC
Individual notice of the proposed shift must be sent to all creditors (banks, lenders, suppliers with outstanding dues) and debenture holders by registered post or speed post. Copies must also be sent to the existing ROC and the ROC of the new state. TaxClue prepares and dispatches all notices.
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5
RD Review — 60-Day Window
The Regional Director reviews INC-23 and may confirm the shift, seek additional information, or hold a hearing if objections have been raised. If no objection is received within 21 days of newspaper notice, the RD typically issues a confirmation order. If any creditor objects, the matter may be referred to NCLT for adjudication.
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6
File INC-22 With New ROC — Within 60 Days of RD Order
After RD confirmation, Form INC-22 is filed with the new state's ROC within 60 days of the RD order — along with the RD's confirmation letter, amended MOA, and address proof of the new registered office. The new ROC updates MCA, issues a new CIN with the new state code, and the company's registered office shift is complete.
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7
Post-Shift Updates — New GSTIN, CIN, PAN, Bank
After the shift is confirmed, TaxClue assists with: new GST registration in the new state (and closure/amendment of old state GSTIN), PAN address update, bank account notification, CIN update on all stationery and contracts, and updating all regulatory licences in the new state.
Documents Checklist — by Scenario
For All Scenarios — Common Documents
Additional — Scenario 2 (Different City, Same State)
Additional — Scenario 3 (Different State)
Address Proof Rules — What MCA Accepts
MCA accepts only specific documents as registered office address proof: (i) utility bills — electricity, gas, telephone, or water — not older than 2 months, in the name of the company or the landlord; (ii) municipal property tax receipt; (iii) bank statement showing the address. If the office is rented, an NOC from the owner and rent agreement must accompany the utility bill. TaxClue reviews address proof documents before filing to prevent INC-22 rejection due to incorrect or expired proof.
Registered Office Shift — Common Questions
INC-22 is used for all registered office changes within the same state — whether within the same city (with just a Board Resolution) or to a different city in the same state (with a special resolution + MGT-14). INC-23 is used only when shifting to a different state — it is the application to the Regional Director for approval of the inter-state shift. After INC-23 is approved, INC-22 is still filed with the new state's ROC to formally update the address. So an inter-state shift requires both INC-23 (for RD approval) and INC-22 (for the actual address update with new ROC).
Yes — this is extremely common and legally permitted. Many companies — especially startups, OPCs, and Section 8 companies — maintain their registered office at their CA's or CS's professional address. What is required is: (i) an NOC from the CA/advocate permitting the company to use the address, (ii) proof of address (utility bill) in the CA's name for that address, and (iii) the company must ensure it actually receives MCA notices and communications sent to that address. Virtual offices are also permitted, provided they have a real physical address and can receive government mail.
The PAN remains unchanged regardless of which state you shift to. However, the company's Income Tax jurisdiction (Assessing Officer) may change — companies are assessed by the jurisdictional AO based on their registered office address. After shifting to a new state, the company should update its address in the Income Tax portal (under the company's login), which typically triggers a jurisdictional transfer to the new state's AO. This transfer happens administratively and does not affect any pending assessments or refunds. TaxClue advises on the Income Tax address update process as part of the post-shift package.
When shifting to a different state, a new GST registration in the new state is mandatory — GSTIN is state-specific and cannot be transferred. If the company conducts business in the old state as well, the old GSTIN must be retained for that state (or converted to the "additional place of business" of the new GSTIN, if that state is now secondary). If all business has moved to the new state, the old GSTIN should be formally cancelled after clearing all pending GSTR returns and settling any ITC balance. TaxClue manages the dual-GSTIN transition plan to ensure no business disruption or ITC leakage.
The Regional Director is required to dispose of INC-23 applications within 60 days of receipt. In practice, RD approvals typically take 4–8 weeks if all documents are in order and no creditor objections are raised. If the RD requires additional information or a hearing, the timeline extends. If a creditor raises an objection, the matter may be referred to the NCLT, adding further time. TaxClue prepares the most complete and well-documented INC-23 application possible to minimise RD queries and accelerate approval.
No — a shift within the same city (within the local limits of the city / town / village as specified in the MOA) requires only a Board Resolution, without any shareholder approval. This is the simplest and fastest type of shift — Board Resolution, INC-22 within 30 days, and address proof. However, if the new address is in a different city or town — even if it is adjacent and in the same district — a special resolution is required. "Local limits" is interpreted as the area governed by the same municipal body (e.g., Greater Mumbai Municipal Corporation, BBMP for Bengaluru, etc.).
Registered Office Shift — Done Correctly
TaxClue identifies your scenario and manages the complete shift — Board Resolution, EGM, MGT-14, INC-22/23, Regional Director application, newspaper notices, and post-shift GST and CIN updates.
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