A company treats a change of registered office as an address update, files INC-22 for a move from one Registrar's jurisdiction to another, and the form bounces. The Registrar wants the Regional Director's order first, and that order needs a special resolution, a newspaper notice and a creditor process that should have started weeks earlier. Filing the right form in the wrong order is the commonest rejection here.
How you change a registered office depends entirely on how far you are moving: within the same city needs only a board resolution and INC-22, while an inter-ROC or inter-state move needs Regional Director approval first.
The bottom line
Within the same city: board resolution and Form INC-22. No special resolution.
Outside the city, same Registrar: special resolution, MGT-14, then INC-22.
Inter-ROC or inter-state: special resolution, then Regional Director approval through INC-23, then INC-28, then INC-22. An inter-state move also alters the MOA.
The four scenarios
Sections 12 and 13 drive the whole procedure off the distance of the move.
| Move | Approval | Forms | RD/CG approval? |
|---|---|---|---|
| Within same city/town/village | Board resolution | INC-22 | No |
| Outside city, same ROC | Special resolution + MGT-14 | INC-22 | No |
| One ROC to another, same state | Special resolution + MGT-14 | INC-23 → INC-28 → INC-22 | Yes (Regional Director) |
| One state to another | Special resolution + MGT-14 + alter MOA | INC-23 → INC-28 → INC-22 | Yes (RD / Central Govt) |
The MOA's state clause changes only for an inter-state move. A same-state shift, even across Registrar jurisdictions, leaves the MOA alone.
The forms, and the order
Three forms do the work under Section 12 and Rules 27 and 30 of the Companies (Incorporation) Rules, 2014, and the sequence is what decides whether they are accepted.
INC-22 is the notice of the registered office address, filed in every scenario, within 15 to 30 days depending on the move. It is among the most frequently rejected MCA forms, usually for a utility bill older than two months, a name mismatch on the no-objection certificate, or missing GPS coordinates.
INC-23 is the application to the Regional Director for confirmation, needed for inter-ROC and inter-state shifts. INC-22 cannot be filed until that approval comes through.
INC-28 files the Regional Director's confirmation order with the Registrar, within 30 days of the order.
For anything beyond a within-city move, MGT-14 goes first with the special resolution, then INC-23 where approval is needed, then INC-28, then INC-22.
The inter-state route, and creditor objections
This is the heavy one. Beyond the special resolution and the MOA amendment, Section 13(4) and 13(5) with Rule 30 require the company to publish a newspaper notice in English and the vernacular, serve individual notice on every creditor, depositor and debenture holder, and notify the Chief Secretary of the state it is leaving.
Affected parties can object to the Regional Director within 21 days of the notice. Where there are no objections the Regional Director typically disposes of the application within 60 days, after which the company files INC-28 with the order and then INC-22, within 60 days of approval.
Two practical points. Moving the registered office to another state does not move the jurisdiction of any court or tribunal where a case is already pending — that stays where it is. And the cleanest way to stop a creditor objection derailing the move is to pay or secure outstanding dues before filing INC-23, rather than arguing about them afterwards.
Why the registered office gets this much scrutiny
After the shell company crackdowns, the MCA treats the registered office as a genuineness signal rather than an address field.
The Registrar can conduct physical verification, demand a photograph showing the name board and a director, and cross-check utility bills against the company's PAN. Being unable to prove the office exists can trigger strike-off proceedings under Section 248.
The office must also be established within 30 days of incorporation, with the company name displayed prominently.
What delay costs
Default in maintaining or notifying the registered office makes the company and every officer in default liable to ₹1,000 for every day of default under Section 12(8), subject to a maximum of ₹1 lakh.
A late INC-22 accrues this quietly, and the daily rate means the cap arrives faster than people expect.
Common mistakes
- Filing INC-22 before MGT-14 or INC-23. The resolution and the Regional Director's approval come first.
- Treating an inter-ROC move as a simple shift. Same state, different Registrar, still needs approval.
- Submitting a stale utility bill or a no-objection certificate whose names do not match. The bill must be under two months old.
- Skipping creditor notice on an inter-state move. Both the individual notices and the newspaper advertisement are mandatory.
- Forgetting the cascade afterwards — GST, PAN and TAN, EPFO and ESIC, the bank, and your contracts.
A working routine
- Identify the scenario before drafting anything.
- Pass the board resolution, and for anything beyond a within-city move, a special resolution with MGT-14.
- For an inter-ROC or inter-state move, publish the notices, serve the creditors and file INC-23.
- File INC-28 with the order within 30 days, then INC-22 within its window.
- For an inter-state move, formally alter the MOA's state clause.
- Update every downstream registration, and put the name board up at the new office.
Frequently asked questions
Do I need a special resolution to change the registered office? Not for a within-city move, where a board resolution suffices. Any move outside the city needs a special resolution and MGT-14.
When is Regional Director approval required? For inter-ROC moves within the same state, and for inter-state moves. It is obtained through Form INC-23.
Does the MOA change for every office shift? No. Only for an inter-state move, which alters the state clause.
What is the penalty for not notifying a change? ₹1,000 per day on the company and every officer in default, up to ₹1 lakh.
Does moving states change where my pending court cases are heard? No. Jurisdiction over already-pending matters stays where it was.
Why does INC-22 get rejected so often? Usually a utility bill more than two months old, a mismatch between the no-objection certificate and the owner's name, or missing GPS coordinates on the photograph.
Primary sources
- Sections 12, 13 and 248, Companies Act, 2013
- Rules 25 to 30, Companies (Incorporation) Rules, 2014; Forms INC-22, INC-23, INC-28 and MGT-14