ROC Compliance Registered Office Change
ROC Compliance: Registered Office Change
The procedure for changing a registered office of a company in India involves different steps depending on whether the new location is within the same city or in a different state.
Change to a Different State:
- Board Meeting and Resolution: Similar to the within-city change, convene a board meeting and pass a Special Resolution for changing the office and altering the company’s Memorandum of Association (MOA) if necessary.
- Form MGT-14 Filing: File eForm MGT-14 with the ROC within 30 days of passing the Special Resolution. This form includes details about the altered MOA and the general meeting where the resolution was passed.
- Newspaper Notice: Publish a notice of the change of office in a daily English newspaper and a newspaper in the principal language of the district where the current registered office is situated. Do this at least one month before the next step.
- Form INC-23 Application: File an application in Form INC-23 with the Regional Director (RD) for approval to shift the registered office to another state. Submit a copy of this application with the ROC in Form GNL-1.
- RD Order: The RD will review the application and issue an order. You’ll receive the order within 30 days of filing the application.
- Form INC-28 Filing: File Form INC-28 with the ROC within 30 days of receiving the RD’s order. This form informs the ROC about the RD’s approval.
- Form INC-22 Filing: Within 15 days of receiving the RD’s order, file another eForm INC-22 with the ROC. This filing includes details of the new registered office and a copy of the RD’s approval order.
- ROC Approval: Upon successful filing of Form INC-22, the ROC will update the registered office address in their records.

Change Within Same City
- Board Meeting and Resolution:Â Convene a board meeting and pass a resolution to change the registered office address.
- Form INC-22 Filing:Â File eForm INC-22 with the ROC within 30 days of passing the board resolution. This form electronically informs the ROC about the change in registered office.
- Supporting Documents:Â Attach supporting documents with the form INC-22, such as:
- A copy of the new office lease agreement or ownership documents.
- No Objection Certificate (NOC) from the new office premise owner.
- Form Attestation:Â Get the Form INC-22 attested by a practicing Chartered Accountant, Company Secretary, or Cost and Management Accountant.
- ROC Approval:Â The ROC will review and process the filing. Upon approval, the registered office address will be updated in their records.