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Corporate Restructuring

Change of Registered Office

Shift your company’s registered office within the same city, to a different ROC, or to a completely new state legally.

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Overview

The Registered Office is the official address of a company where all government communications, notices, and legal documents are sent. The Companies Act mandates that every company must have a registered office within 30 days of incorporation and must notify the ROC of any subsequent changes. The complexity of shifting depends on the destination: moving within the same city is simple (Form INC-22), moving to a different ROC within the same state requires Regional Director approval, and moving to a completely different state is a highly complex legal process requiring central government approval and newspaper publications.

What is Included in Our Package

Detailed compliance and filing scope managed by JRC corporate experts.

Drafting of Board Resolutions and EGM Special Resolutions
Publication of Newspaper Advertisements (if shifting states)
Filing of Form INC-22 (Within same city/state)
Filing of Form INC-23 & INC-28 (For changing ROC or State)
Updating the Registered Address on the MCA Portal

Documents Required to Start

Upload digital files during onboarding. No physical submissions needed.

New Address Proofs

  • Rent Agreement or Lease Deed of the new premises (in the company's name)
  • No Objection Certificate (NOC) from the owner of the premises
  • Latest Utility Bill (Electricity/Water) of the new address (not older than 2 months)

Corporate Documents (We draft these)

  • Board Resolution approving the shift
  • Special Resolution passed in the EGM (for out-of-city shifts)
  • List of Creditors and Debenture holders (for out-of-state shifts)

Step-by-Step Filing Timeline

Our step-by-step advisory workflow.

1

Step 1: Board Approval & EGM

We draft the resolutions to get approval from the Board and the Shareholders to shift the office.

2

Step 2: INC-22 Filing (Same City/State)

If moving within the local limits, we file INC-22 directly with the new address proofs, and the MCA updates the data within a week.

3

Step 3: Regional Director Approval (State Change)

If shifting states, we publish an advertisement in two newspapers, file Form INC-23, and seek approval from the Central Government/Regional Director (takes 2-4 months).

4

Step 4: Final MCA Update & MoA Amendment

Once approved, we file INC-28 to finalize the shift and amend the registered office clause in your Memorandum of Association (MoA).

Key Advantages of Legally Shifting Office

Updating the address prevents notices from bouncing and maintains compliance.

Advantage 01

Maintain Statutory Compliance

The ROC can strike off a company if they send a physical notice to the registered office and it returns undelivered (indicating a shell company).

Advantage 02

Align with Operational Reality

Ensure that your official MCA address matches your GST certificate, MSME, and bank records to prevent KYC freezes.

Advantage 03

Strategic Jurisdiction

Shifting states allows a company to benefit from specific state government IT/manufacturing subsidies or more favorable tax environments.

Frequently Asked Questions

Helpful answers to common regulatory inquiries.

Do I need to update my GST certificate if I change my MCA address?▼

Yes. Once the MCA master data is updated, you must mandatorily file a Core Amendment in GST to update the Principal Place of Business.

Can I use a residential address as the Registered Office?▼

Yes, the Companies Act allows a residential address (even owned by a director) to be used as the registered office, provided an NOC and utility bill are submitted.

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