Important Keywords: Change registered office from one ROC to another, Change registered office within same state ROC, ROC to ROC registered office change, Procedure for changing registered office ROC, Section 12 Companies Act registered office change, Rule 28 Companies (Incorporation) Rules, 2014, RD approval for ROC change, INC‑23, INC‑28 and INC‑22 process.
Words: 2,385, Read time: 12 minutes.
Table of Contents
Overview
If you’re thinking of changing your company’s registered office from one ROC jurisdiction to another that isn’t just paperwork—it’s a major change. In this situation you’ll need approvals from the Regional Director, the board, and the shareholders, along with any other regulatory permissions.
In this article, we will explore the usual steps taken when changing a company’s registered office from one ROC to another ROC within the same state. Before that, it is important to understand that normally, one Registrar of Companies (ROC) is responsible for an entire state. This means that companies registered in a state usually deal with only one ROC for all compliance matters.
However, there are two states where this rule is different. In Maharashtra, there are two ROCs—ROC Mumbai and ROC Pune. Similarly, Tamil Nadu also has two ROCs, namely ROC Chennai and ROC Coimbatore. Companies in these states are assigned to a ROC based on their location.
Now, let’s understand how this affects the Memorandum of Association (MOA). The MOA contains a situation clause, which mentions where the registered office of the company is located. If this clause specifically mentions the name of a particular ROC (for example, “ROC Mumbai”), then changing from one ROC to another will require an alteration in the MOA.
On the other hand, if the situation clause of the MOA only mentions the name of the state and does not refer to any specific ROC, then no alteration of the MOA is required, even if the company moves under a different ROC within the same state.
Change of Registered Office from one ROC to another (same state) – Quick snapshot
Here are some key points:
- Approval Required: Regional Director (RD)
- Forms Involved: MGT‑14, INC‑23, INC‑28, INC‑22
- Resolution Type: Special Resolution
- MOA Alteration: Depends on situation clause
- Timeline: 30–60 days (approx.)
- Governing Law: Companies Act, 2013 (Section 12)
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To change a company’s registered office from one ROC to another within the same state, the company must pass a special resolution, obtain approval from the Regional Director under Section 12 read with Rule 28, file Forms MGT‑14, INC‑23, INC‑28, and INC‑22 within prescribed timelines, and update statutory records. MOA alteration is required only if the situation clause mentions a specific ROC.
Process for changing Registered office from one ROC to another Within the Same State
The procedure for shifting a registered office from one ROC to another within the same state is governed by Section 12 of the Companies Act, 2013 read with Rule 28 of the Companies (Incorporation) Rules, 2014.If a company moves its registered office from one ROC to another, it has to get a few extra approvals from the government: i.e.
Step 1: The first step is to hold Meeting of Board of Directors (“BOD”) of the Company to consider the following:
- Consider and approve the shifting of Registered Office of the Company from one ROC to another subject to the consent of Shareholders in their General Meeting.
- All shareholders meet in this meeting to give their approval for shifting the company’s registered office to another ROC.
Step 2: Next step is to convene General Meetings of Shareholders of the Company wherein their consent is accorded to the said shifting by way of passing of special resolution.
Step 3: If after the passing of the special resolution, company need to be sent a certified copy , explanatory statement, and meetings notice to the ROC within 30 days by using Form MGT‑14.
Step 4: Prepare and submit the application to shift the Registered Office to the Chief Secretary of the State.
Step 5: Next, the company needs to prepare the application to shift its Registered Office and send it to the Regional Directorate (RD) using the official e-form. Make sure to attach all the required documents under the Companies Act, 2013. This should be done within 30 days of finalizing the list of creditors. Also, don’t forget to submit the physical copies along with the online form.
Step 6: After the company submits the application, the Regional Director (RD) examines the documents and, if satisfied, passes an order approving the shifting of the registered office from one ROC to another within the same state. Upon receipt of the approval order, the company is required to file Form INC-28 with the Registrar of Companies within 30 days, along with a certified copy of the RD order.
Step 7: The next step is to file Form INC-22 with the ROC. After receiving the Regional Director’s approval, the company must submit the form within 60 days, along with the Board and Special Resolutions, proof of the new office address, and the approval order. This allows the ROC to officially record the change of the registered office.
Step 8: Lastly, the Company shall intimate the ROC about the new premises of the Registered Office of the Company in the prescribed e-form and the ROC shall register the new premises in its record and issue a new Certificate of alteration of Registered Office of the Company being the conclusive evidence of shifting of Registered Office of the Company.
Which Forms are required to change Registered office from one ROC to another?
The following forms are required to be filed in this situation:
| Purpose | Form | Time Limit |
| File Special Resolution | MGT‑14 | 30 days |
| Apply to RD | INC‑23 | after SR |
| RD Order Filing | INC‑28 | 30 days |
| Intimate New Address | INC‑22 | 60 days |
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Documents required
Here are the required documents:
- Certified Copy of Special Resolution + Explanatory Statement
- Altered MOA
- Minutes of EGM
- List of Creditors & Debenture Holders (verified by Statutory Auditor + Affidavit)
- List of Employees + Affidavit confirming no termination of employees
- Proof of dispatch to the Chief Secretary of State
- Latest Audited Financial Statements
- Affidavit verifying application & creditor list
- Proof of Registered Office Address + NOC + Utility Bill
Difference between same ROC and different ROC (within the same state)
Here are the following differences:
| Particulars | Same ROC | Different ROC |
| RD Approval | No | Yes |
| MOA Alteration | No | Conditional |
| Forms | INC 22 | MGT‑14, INC‑23, INC‑28, INC‑22 |
After the approval, inform all important authorities, banks, and government departments about the change in your company’s registered office.
Also, update all official company records like letterheads, signboards, business card, notices, banners and any other publication with the new address.
By doing these steps, your company can move its registered office smoothly while staying fully legal and compliant.
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Penalty
As per Section 12(8) of the Companies Act, 2013, if a company fails to inform the ROC about a change in its registered office on time, it may have to pay a fine of ₹1,000 for each day of delay but the total penalty cannot exceed ₹1 lakh. In addition, the company may face legal action, operational problems, banking and employee benefit issues, and damage to its reputation.
Companies are required to submit form INC-22 under section 12 of the companies Act, 2013. Form INC-22 must be filed on MCA21 version 3 (V3). whenever there is a change in the registered office address. Important Note:
- RD approval is required when shifting from one ROC to another within the same state
- RD approval is not required when shifting within the same ROC
- Inter‑state shifting requires a separate procedure
Conclusion
Changing the company’s registered office from different ROC jurisdiction within the same state might sound difficult at first, but it’s quite manageable if you follow the right steps. As long as the company complies with the rules and timelines laid down under the Companies Act, 2013, the process can go smoothly. Getting help from a professional can save time, reduce stress, and ensure everything is done correctly without any risk of errors or penalties.
This procedure is followed by practicing Company Secretaries and Chartered Accountants for ROC jurisdiction changes under the Companies Act, 2013.
Disclaimer: This blog is just for info. If you’re planning to change your registered office, you can follow the steps explained above. We try to be accurate, but it’s always smart to double-check and get professional advice before doing anything. For further clarification, you can contact the author at email: help.finodha.in@gmail.com.
Hi, Go On, Tell Us What You Think about the Change of Registered Office from One ROC to Another (Same State)! Did we miss something to explain in this Article? Come on! Tell us what you think about our article in the comment/e-mail section.FAQs: Get answers to all your queries!
Question. Can two companies have same registered office address?
Answer. Yes, two or more companies can share the same registered office address, like in a co-working space or with the same service provider. Each company must remain separately registered and follow all legal requirements.
Question. Can Form INC-22 be used to notify the ROC when changing a company’s registered office from one ROC to another within the same state?
Answer. Yes, Form INC‑22 must be filed. when you are changing your registered office from one ROC to another ROC within the same state, you still need to:
- File Form INC-22 with the ROC
- Attach the Board resolution approving the change
- Attach proof of the new address (like rent agreement or utility bill).
Question. When should be the ROC be intimated about the change in registered office?
Answer. The company must inform the ROC immediately after the change and always within the prescribed timeline to stay compliant.
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Question. What is the procedure for changing the registered office of a company?
Answer. In the case of a change in the registered office address, the company needs to pass a board or special resolution, obtain the Regional Director’s approval if required, file Form INC-22 with the ROC, and update all official records.
Question. Can the registered office be the residence of one of the directors?
Answer. The registered office can be a director’s residence, but the director must have permission to use the address, and it must be suitable for company communications.
Question. Can I keep the registered office abroad?
Answer. No, The registered office of an Indian company must be in India; it cannot be outside the country, as it would be difficult to receive communications, notices, and documents from the ROC.
Question. What records must be maintained at the registered office of the company?
Answer. The registered office of the company must maintain all official company records, including statutory registers, minutes of meetings, books of accounts, financial statements, MOA, AOA, and ROC filings.
Question. Is registered office same as head office?
Question. How long does it take to change registered office address?
Answer. Changing a company’s registered office usually takes a few days to a few weeks, and may take longer if Regional Director’s approval is needed.
Question. Is the changing of registered office is an easy process?
Answer. Yes, changing a registered office is easy within the same ROC, but takes longer if Regional Director’s approval is needed.
Question. Is MOA alteration mandatory when changing ROC within the same state?
Answer. MOA alteration is required only if the situation clause mentions a specific ROC; otherwise, no alteration is needed.
Question. Which authority approves ROC‑to‑ROC address change within a state?
Answer. The Regional Director (RD) approves the change after reviewing the company’s application and documents.
Question. What is the difference between changing registered office within the same ROC and different ROC?
Answer. Changing within the same ROC does not require Regional Director approval, whereas shifting to a different ROC within the same state requires RD approval under Section 12 and Rule 28.
Question. Is RD approval required for same ROC change?
Answer. No, Regional Director (RD) approval is not required when the registered office is changed within the same ROC jurisdiction. It is required only when the change involves shifting from one ROC to another.
Question. Can a director’s residence be the registered office?
Answer. Yes, a director’s residence can be used as the registered office of a company, provided proper address proof and No Objection Certificate (NOC) are obtained and filed with the ROC in Form INC-22.
Question. Who approves ROC-to-ROC change within the same state?
Answer. The Regional Director (RD) approves a change of registered office from one ROC to another within the same state.
Question. How long does the process take?
Answer. The process usually takes 30–60 days, depending on RD approval time, document accuracy, and how quickly the company completes ROC filings without errors or resubmissions.
Question. Is INC-22 required in ROC-to-ROC change?
Answer. Yes, INC-22 must be filed after RD approval to intimate the new address.
Question. Is MOA alteration mandatory?
Answer. Only if the situation clause mentions a specific ROC.
Question. Can two companies have the same registered office?
Answer. Yes, multiple companies can share the same address, provided proper authorization and documentation are maintained.
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