Quick answer
What is the procedure for change of registered office of a company?
The procedure for change of registered office depends on distance. Within the same city, the board passes a resolution and the company files INC-22 within 30 days. Moving outside the city needs a special resolution on MGT-14. Moving to another ROC in the same state, or to another state, also needs Regional Director approval on INC-23.
- INC-22 within 30 days of the change
- Outside city limits: special resolution and MGT-14
- Another ROC, same state: Regional Director confirms
- Another state: approval within 60 days, then INC-28
- Repeat late INC-22 filings attract higher fees
What is a registered office and who needs to change it?
A registered office is the address on MCA records where a company must be able to receive and acknowledge every communication and notice. Under section 12 of the Companies Act, 2013, any move away from it is a change of registered office, and the ROC must be told even if the business itself runs from somewhere else.
Common reasons Delhi companies move it:
- The founder's home was used at incorporation and the company now has a commercial space.
- A rent agreement ended and the landlord wants the company's name off the address.
- The business moved its factory to Narela or Bawana and wants the registered office there.
- The company is moving to Gurgaon or Noida for cheaper space or a client cluster.
- A virtual office in Delhi is replacing a residential address.
Moving only a branch, warehouse or factory is not a registered office change. Those changes are reported to GST and other regulators, not on INC-22.
Which route applies to your change of registered office?
The route is decided by the old and new address: the same city or town, a different city under the same ROC, a different ROC in the same state, or a different state. The further the move, the more approvals are needed, from a board resolution alone up to Central Government approval through the Regional Director.
| Move | Approval needed | Forms | Example |
|---|---|---|---|
| Within the same city, town or village | Board resolution | INC-22 within 30 days | Rohini to Pitampura, both in Delhi |
| To another city, same ROC and state | Board resolution, then special resolution of shareholders | MGT-14 within 30 days, INC-22 | One town to another under the same Registrar |
| To another ROC within the same state | Special resolution and confirmation by the Regional Director | MGT-14, INC-23, then the order filed and INC-22 | Where a state has more than one ROC |
| To another state | Special resolution, alteration of MoA, Central Government approval through the Regional Director | MGT-14, INC-23, INC-28 within 30 days of the order, INC-22 | Delhi to Gurgaon (Haryana) or Noida (Uttar Pradesh) |
Sources: sections 12(4), 12(5) and 13(4) to 13(7) of the Companies Act and Rules 27, 28, 30 and 31 of the Incorporation Rules, compiled at ca2013.com. Checked 10 November 2026.
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What documents are needed to change a registered office?
To change a registered office you need proof of the new premises (rent agreement, sale deed or similar), a recent utility bill not older than two months, a no-objection from the owner, the board resolution, and for longer moves the special resolution and meeting papers. INC-22 also asks for photographs of the premises showing the company name.
| Document | Purpose | Common problem |
|---|---|---|
| Rent or lease agreement, or sale or title deed | Right to use the new premises | Agreement in a director's name only, with no NOC |
| No-objection certificate from the owner | Owner allows registered office use | Unsigned or undated NOC |
| Recent utility bill (electricity, water, gas, phone) | Proof of address | Bill older than two months, or address not matching |
| Photographs of the building and office with company name painted or affixed | Verification of the office | No name board visible |
| Board resolution (and special resolution with MGT-14 for longer moves) | Corporate approval | Date of shift not stated |
| Geo-location of the new premises | Captured in the current INC-22 | Coordinates not matching the address |
Checklist by CA in Delhi from Rule 27 (INC-22 uses the same verification documents as at incorporation), November 2026. The address must also be painted outside the office under section 12(3).
How to change a registered office within Delhi: step by step
Most of our Delhi clients move within the city, which is the simplest route. Here is how that runs, followed by what changes for longer moves.
- 1
Confirm the route
We compare the old and new address and check on the MCA portal which ROC covers each, so the right route is used.
- 2
Collect premises papers
You send the rent agreement or deed, owner NOC, latest utility bill and photographs.
- 3
Board resolution
The board approves the shift and the effective date at a meeting or by circulation.
- 4
Name board
The company name and registered office address are painted or affixed outside the new office.
- 5
File INC-22
INC-22 is filed within 30 days of the change with the documents and the director's DSC.
- 6
Update records
GST principal place, bank, PAN address and licences are updated to the new address.
How does change of registered office to Gurgaon, Noida or another ROC work?
Moving a Delhi company to Gurgaon or Noida is an inter-state shift, because Haryana and Uttar Pradesh are separate states. It needs a special resolution altering the memorandum, an INC-23 application to the Regional Director, and Central Government approval, which section 13(5) says must be disposed of within 60 days.
- Special resolution to alter the registered office clause, filed on MGT-14 within 30 days.
- Notices to creditors, debenture holders and depositors, a newspaper advertisement, and intimation to the state government, as the rules require.
- INC-23 to the Regional Director with the creditor list, objections (if any) and the resolution.
- Order filed with the ROC of each state on INC-28 within 30 days of receiving the certified copy.
- INC-22 for the new address.
For a move between two ROCs inside the same state, Rule 28 requires a newspaper notice and individual notices at least one month before INC-23, and the Regional Director is to pass an order within 15 days of a complete application. The confirmation is then filed with the ROC within 60 days. Because ROC jurisdictions are reorganised from time to time, we check the current MCA jurisdiction list for both addresses before choosing a route. Companies heading out of Delhi can read about a CA in Gurgaon or a CA in Noida.
What are the government fees and penalties for change of registered office?
The government fee for INC-22 and MGT-14 runs from ₹200 to ₹600 per form depending on nominal share capital. INC-23 carries a separate application fee shown by the MCA fee calculator. Late INC-22 filings pay a multiple of the normal fee, and a second late INC-22 within 365 days pays a higher multiple.
| Item | Amount | Note |
|---|---|---|
| INC-22 or MGT-14, capital below ₹1 lakh | ₹200 | Companies without share capital also ₹200 |
| Capital ₹1 lakh to below ₹5 lakh | ₹300 | Per form |
| Capital ₹5 lakh to below ₹25 lakh | ₹400 | Per form |
| Capital ₹25 lakh to below ₹1 crore | ₹500 | Per form |
| Capital ₹1 crore or more | ₹600 | Per form |
| Late filing, first default | 2x (up to 30 days) to 12x (beyond 180 days) normal fee | Table B from 1 July 2022 |
| Repeat late INC-22 within 365 days | 3x to 18x normal fee | Higher additional fee replaces the normal additional fee |
| Late MGT-14 | Additional fee plus penalty under section 117 | Company ₹10,000 plus ₹100 a day, up to ₹2 lakh |
Source: Companies (Registration Offices and Fees) Rules, 2014 and section 117, compiled at ca2013.com. Use the MCA portal fee calculator for INC-23. Checked 10 November 2026.
Why does the ROC send back an INC-22?
The ROC sends back an INC-22 mainly for address proof problems: an old utility bill, a bill or agreement whose address does not match the form, a missing owner NOC, or photographs without the company name visible. Geo-location errors and a wrong date of shift are the next most common reasons.
- Writing the date of the board meeting as the date of change, when the actual move was later.
- Using a GST-style address format that does not match the electricity bill word for word.
- Moving outside city limits but filing only a board resolution, without the special resolution.
- Missing the 30-day limit, then filing a second INC-22 late within a year and paying the higher fee.
MCA's draft rules of 8 April 2026 propose folding INC-22 and INC-23 into one web form, E-CHNG. As of November 2026 we have not seen them notified, so we file on the form the MCA portal shows on the day. Source: report on the MCA draft, checked 10 November 2026.
What else changes when the registered office moves?
When the registered office moves, update the GST principal place of business (a core field, REG-14 within 15 days), the PAN and TAN address, bank records, Udyam, Shops and Establishment registration, licences, letterheads, invoices and the website. For an inter-state move, GST works differently, because a GSTIN is state-specific.
A company moving from Delhi to Haryana or Uttar Pradesh usually needs a fresh GST registration in the new state and a decision on the Delhi GSTIN. Plan the cut-over date with your accountant so invoices are not raised under the wrong GSTIN. Our GST amendment page covers address changes within Delhi. GST rule: CGST Rule 19, checked 10 November 2026.
Who handles a change of registered office at CA in Delhi?
We file registered office changes for companies across Delhi from our office at Netaji Subhash Place. You send us the new premises papers, photos and the planned date. We tell you which route applies, prepare the resolutions, file the forms and give you an update list for GST, bank and licences.
- Moneymji lists ROC compliance and suits small companies moving within Delhi.
- Greenwolf Advisors handles regulatory filings and entity governance, useful for inter-state shifts with creditor notices and approvals.
See all listed firms on our page of chartered accountant firms in Delhi, or our CA near me page if you want someone close to the new address. The quote is fixed in writing once we know the route and the papers in hand.
Frequently asked questions
What is the time limit to file INC-22 after a change of registered office?
Thirty days from the date of the change, under section 12(4) as amended from 27 July 2018. Many older pages still say 15 days, which was the original 2013 wording. After 30 days, additional fees apply, and a repeat delay within a year costs more.
Is a special resolution needed to change the registered office within Delhi?
Not if the move stays within the local limits of the same city. A board resolution and INC-22 are enough. A special resolution is needed when the office moves outside those limits, and approval is added when it crosses ROC or state lines.
Can a residential address be used as a registered office?
Yes, if the company can receive notices there and has the owner's NOC and a recent utility bill. Many Delhi companies start at a director's home and shift later. The name and address must still be displayed outside the premises.
How long does shifting a registered office to another state take?
The law gives the Central Government, acting through the Regional Director, 60 days to decide the INC-23 application, and the creditor notice period runs before that. Allow for notices, the hearing if any, the order and the INC-28 and INC-22 filings afterwards.
Does the CIN change when the registered office moves to another state?
The CIN includes a state code, so an inter-state move leads the MCA to reflect the new state in the company's records. The company stays the same legal person with the same PAN, and its contracts and assets continue.
Do I need a new GST registration after a change of registered office?
Within the same state, no: you amend the principal place of business through REG-14 within 15 days. If the business moves to another state, a GSTIN is state-specific, so you register in the new state and deal with the old registration separately.
Can we use a virtual office as the registered office?
A virtual or shared office can work if the provider gives a proper agreement, an NOC and a utility bill, and the company can actually receive notices there. Check the agreement allows registered office use, not just a mailing address.
What happens if INC-22 is not filed?
The ROC keeps sending notices to the old address, and the company is in default under section 12. Late filing costs a multiple of the normal fee. Notices served at the recorded address are treated as served, so missing them can lead to strike-off or penalty proceedings.