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 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?
Scenario 1 — Same City / Local Limits
Simplest. Board Resolution + INC-22 only. No EGM. No MGT-14. 1–2 weeks total. Example: Andheri East → Andheri West (both Mumbai).
Scenario 2 — Different City, Same State (Same ROC)
Moderate. Special resolution at EGM + MGT-14 + INC-22. 21-day EGM notice required. 4–6 weeks total. Example: Mumbai → Nagpur (both ROC Mumbai).
Scenario 3 — Different State
Most complex. Special resolution + INC-23 application to Regional Director + newspaper public notice + INC-22. CIN state code changes. 8–14 weeks. Example: Mumbai → Bengaluru.
INC-22: Within 30 Days
Common to all scenarios. INC-22 must be filed within 30 days of the Board/Special Resolution or RD order. Address proof must accompany.
How TaxClue Handles Each Type of Shift
TaxClue determines your scenario during the free consultation and advises the exact pathway.
Scenario 1 — Pass Board Resolution & File INC-22
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. INC-22 is filed within 30 days with address proof.
Scenario 2 — Convene EGM, Pass Special Resolution, File MGT-14 + INC-22
EGM notice is sent to all shareholders with at least 21 clear days notice. A special resolution approving the shift of registered office to the new city (within the same state) is passed with ¾ majority. MGT-14 is filed within 30 days. INC-22 is filed after physically shifting to the new address.
Scenario 3 — Special Resolution + INC-23 to Regional Director
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. MGT-14 is filed within 30 days of the EGM.
Scenario 3 — 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.
Scenario 3 — Publish Public Notice in Newspapers
A notice of the intended registered office shift must be published in two newspapers — one in 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.
Scenario 3 — RD Review & Confirmation Order (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.
All Scenarios — File INC-22 With New State's ROC
After RD confirmation (Scenario 3) or after physically shifting (Scenarios 1 & 2), Form INC-22 is filed with ROC of the new registered office address — notifying the actual new address, with address proof (utility bill, NOC from owner, lease agreement), and director DSC.
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.
Documents Needed for Registration
Proof of New Registered Office Address
Utility bill (not older than 2 months), property tax receipt.
NOC from Property Owner
If registered office is on rented/leased premises.
Lease / Rent Agreement
Ownership proof of new address.
Board Resolution
Authorising shift to new address (all scenarios).
DSC of Authorised Director
For INC-22 / INC-23 filing.
Certificate of Incorporation
Of the company.
Certified Special Resolution
For shift + MOA State Clause amendment.
Amended MOA — New State in Clause II
Showing new state.
List of Creditors with Outstanding Amounts
Certified by CA.
No-objection / Consent from Creditors
From secured creditors and debenture holders.
Newspaper Advertisement Copies
English + regional language.
Latest Audited Financial Statements
Balance Sheet and P&L.
All Three Scenarios Compared
TaxClue determines this during the free consultation and advises the exact pathway.
| 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 (same state) | Not required (same state clause) | 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 |
| GST Registration | GST address amendment only | GST address amendment only | New GST registration in new state required |
Quick Facts
Why Choose TaxClue?
Free Scenario Assessment
We identify which scenario applies and advise the exact pathway.
All Documents Drafted
Board resolution, special resolution, EGM notice, INC-23 application.
Newspaper Notices Managed
For inter-state shift — English + regional language publications.
Post-Shift Updates
GST, PAN, CIN, bank, licences — all updated after the shift.
RD Application Experience
TaxClue has filed INC-23 applications across multiple states.
5,000+ Companies
4.9★ Google rating. Trusted nationwide.
Frequently Asked Questions
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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