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MCA

Change Registered Office (ROC)

Quick answer: ## What is Changing the Registered Office? Changing the registered office updates the official address on MCA records. This address appears on the certificate of incorporation, all ROC filings, and the CIN master. Section 12 of the Companies Act, 2013 requires the company to file notice within 30 days of the change. Within the same…

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Why choose FinTax24

  • Expert-guided registered office change across Gujarat

Audience

Who needs Change Registered Office (ROC)?

  • Companies relocating their headquarters within the same municipal limits
  • Businesses shifting from one state to another for tax, talent or market reasons
  • Companies downsizing to a smaller office and needing an INC-22 update
  • Firms entering a new state and setting up a fresh registered office for licensing
  • Companies consolidating multiple offices under a single registered office
  • Holding companies moving registered office closer to operational or promoter base

How it works

  1. 1

    Address Verification

    expert verifies the new address is supported by valid utility bill, lease and NOC.

  2. 2

    Board / Special Resolution

    Board approves the change; special resolution under section 13 is passed for inter-state shifts.

  3. 3

    Form MGT-14 Filing

    Form MGT-14 is filed for the special resolution within 30 days for inter-state shifts.

  4. Form INC-22 Filing

    Form INC-22 is filed on the MCA21 portal with new address and director verification.

  5. 5

    RD Confirmation (if inter-state)

    Central Government (Regional Director) confirms the inter-state shift under section 13(4).

  6. 6

    CIN Master Update

    MCA / ROC updates the CIN master and the new address is reflected on all records.

Timeline

Day 1-3New address verification
Day 3-7Board / special resolution
Day 7-9Form MGT-14 filing (if inter-state)
Day 9-18RD confirmation under section 13(4)
Day 10-15Form INC-22 filing
Day 10-25CIN master update

Why file this

Benefits of change registered office (roc)

  • Change registered office within the same city via Form INC-22 with board resolution
  • Inter-state shift with confirmation from Regional Director under section 13(4)
  • Updated CIN master reflects new office for banking, tenders and GST compliance
  • Board resolution and special resolution drafted with statutory compliance
  • New utility bill, lease deed and NOC from owner obtained for the new office
  • Avoids penalties under section 451 for non-disclosure of registered office change
  • Refreshed MCA records for FEMA / FDI compliance for foreign-owned companies

Documents required

8 documents needed for change registered office (roc).

  • Board resolution approving the change of registered office of the company
  • Special resolution under section 13 if change involves a state-to-state shift
  • Form MGT-14 filing receipt with MCA fee for the special resolution
  • New office address proof — utility bill, lease deed and NOC from owner
  • Form INC-22 filing with DSC of the director and MCA fee paid
  • Confirmation order from Regional Director under section 13(4) for inter-state shift
  • Latest Form MGT-7 (Annual Return) and Form AOC-4 (Financial Statements)
  • Updated KYC of directors for verification at the new registered office

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DIY vs FinTax24

Why file change registered office (roc) with FinTax24 instead of doing it yourself.

Comparison of DIY filing, local tax consultant, and FinTax24 across filing time, expert review, document check, support, and pricing.
AspectDIY / PortalLocal Tax ConsultantFinTax24
Filing time7–14 days (typical)Varies by availability and workload10-25 business days
Expert reviewNoneDepends on the consultantExpert verified on every filing
Document checkYou self-verify; rejected on portalManual review may varyPre-verified by our team before submission
SupportEmail / chatbotAppointment-based or office hoursWhatsApp + phone, Mon–Sat 10 AM–7 PM IST
PricingGovernment fees onlyConsultant fee + government feesTransparent: From ₹3,999 + govt fees

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Frequently asked questions

Form INC-22 is used to inform the ROC of the new registered office address. For inter-state shift, Form MGT-14 is filed for the special resolution and confirmation from the Regional Director under section 13(4) of the Companies Act, 2013 is required before INC-22 is filed.

For within-city and within-state changes, board resolution is sufficient. For inter-state shift, special resolution under section 13(1) is required at a general meeting and confirmation from the Regional Director under section 13(4) is needed.

Within-city / within-state shifts take 10-15 working days via INC-22 filing. Inter-state shifts take 15-25 working days as the Regional Director's confirmation under section 13(4) is required. Delays occur if the RD raises objections or asks for additional documents.

New office address proof (utility bill not older than 2 months), lease deed / rent agreement with NOC from the owner, and DSC of the authorised director. For inter-state shifts, special resolution and RD confirmation under section 13(4) are additional requirements.

Yes. GST registration must be amended for the principal place of business change via the GST portal under section 28. The new address must be supported by utility bill and rent agreement. GST amendment is processed within 15 working days of the application.

ROC may reject INC-22 for insufficient address proof, missing NOC, DSC mismatch or inactive CIN. The Our expert team will address the objection, refile with corrected documents and obtain a fresh acknowledgment. Persistent objections can be escalated to the Regional Director.

Foreign-owned companies may need RBI / FEMA compliance on the shift, depending on sector and FDI percentage. The shift itself does not require separate RBI approval but reporting under the Foreign Exchange Management (Cross Border Merger) Regulations may apply.

Need help?

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About this service

## What is Changing the Registered Office?

Changing the registered office updates the official address on MCA records. This address appears on the certificate of incorporation, all ROC filings, and the CIN master. Section 12 of the Companies Act, 2013 requires the company to file notice within 30 days of the change. Within the same city or state, only a board resolution and Form INC-22 filing are needed. Moving from one state to another requires a special resolution under section 13(1). It also requires confirmation from the Regional Director under section 13(4). It requires filings with both the existing and destination ROCs. Stamp duty is payable on the altered MoA in the destination state.

Gujarat's industrial geography makes registered office changes common. A logistics company in Gandhidham near the Kutch coast may move to Jamnagar to be closer to ports. A Jamnagar refinery ancillary company may relocate to Ahmedabad for better talent and banking access. Manufacturing firms in Surendranagar and Mehsana frequently shift to larger facilities within the same district.

## Who Should Use This

Any company relocating its headquarters, downsizing, or consolidating offices under a single registered office should use this service. Companies entering a new state for licensing purposes also need this filing. A Gujarat garment exporter opening a branch in Mumbai would file a within-state or inter-state change. Foreign-owned companies in Gujarat use this service when restructuring their Indian presence.

## The FinTax24 Process

FinTax24 verifies the new address first. A utility bill not older than two months, a registered lease deed, and a No Objection Certificate from the property owner must all be in place. For within-city and within-state shifts, the board resolution is prepared. Form INC-22 is filed on the MCA21 portal. For inter-state shifts, a special resolution under section 13(1) is passed. Form MGT-14 is filed. The Regional Director's confirmation under section 13(4) is obtained before Form INC-22 is submitted. FinTax24 handles the Regional Director application. FinTax24 manages objections. FinTax24 coordinates filings with both ROCs. Once the CIN master is updated, the company files the GST amendment under section 28. The company also notifies FEMA for foreign-owned companies.

## Compliance & Penalties

Form INC-22 must be filed within 30 days of the change. Non-filing attracts fines of ₹5,000 to ₹25,000 under section 450. Additional daily penalties apply for continued default. When the office moves to a new state, GST registration must be amended or fresh registration obtained. The company must also update PAN, TAN, IEC, and bank account records. All letterheads, invoices, and statutory registers must be amended. Companies with sectoral licences from RBI, IRDA, or SEBI must notify those regulators.

Key sources: FinTax24 Compliance Desk.

Reviewed by FinTax24 Compliance Desk · Review date

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About FinTax24

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Founded
2021
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