Important Keywords: Change of Registered Office Outside City but Under Same ROC, Change registered office under same ROC, Registered office change outside city, INC‑22 filing for address change, MGT‑14.
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Table of Contents
Overview
"Kavi kavi sahi jagah pahuchne ke liye kahi se nikalna bahot jaruri hota hai."
Sometimes, as your business grows, you may feel the need to move your company’s registered office outside the city, town, or village but still under the same ROC. This could be for a better location, better reach, or just to support the company’s growth.
Just like we, as individuals, need to adapt and update ourselves according to changing times to succeed in life, companies too need to make changes from time to time. If you want to reach the top, you put in your full effort, and one day, you get there. Similarly, if you want your company to grow and achieve new heights, sometimes certain changes are necessary—and changing the registered office can be one of them.
"एक हिंदी कहावत यहाँ बिल्कुल फिट बैठती है: ‘कभी-कभी सही जगह पहुँचने के लिए हमें कहीं से निकलना पड़ता है।’ ठीक उसी तरह, किसी कंपनी के लिए भी रजिस्टर्ड पता बदलना बेहतर विकास, बड़े अवसर और अधिक पहचान के रास्ते खोल सकता है।"
So, here we go! In this article, we will cover everything you need to know about changing your registered office outside the city but under the same ROC, including: process, compliances, required documents, timeline, and penalties as per the Companies Act, 2013.
By the end of this, you will have a clear understanding of how to make this move smoothly and legally, ensuring your company can grow without any hiccups.
When can a company change of registered office outside the city under the same ROC?
There can be various reasons why a company needs to change the address of its registered office. Companies may move their office for better space, expansion, or a more convenient location. If the shift is within the same ROC, even outside the city, the process is straightforward and compliance is simple, but the rules of the Companies Act, 2013 still apply. The procedure changes slightly if the office is being moved within the state, to another state, or under different circumstances.
In this article, we will learn the important steps to follow when changing the registered office outside the city within the same ROC. Let’s go through the step-by-step process.
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Comparison: Change of Registered Office & ROC Approval
Here are two situations where you don’t need to take approvals from the ROC:
| Scenario | Approval | Resolution | Forms |
|---|---|---|---|
| Same city | No | Board Resolution | INC-22 |
| Outside city (same ROC) | No approval but Special Resolution required | Special Resolution | MGT-14 + INC-22 |
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Step‑by‑Step Process to Change of Registered Office Outside City (Same ROC)
The compliances for change of registered office of a company outside the local limits of the city or town where it is situated but under the jurisdiction of the same ROC are as follows:
Step 1: The first step is to convene a Board Meeting to propose the change of the registered office. During this meeting, the board will discuss the need for relocation and decide to move forward with the process.
Step 2: The next step is to hold the Extraordinary General Meeting (EGM), where shareholders discuss and approve the proposed change of the registered office. During this meeting, a Special Resolution must be passed to officially authorize the relocation. This resolution is typically passed within 15–30 days of the Board Meeting.
Step 3: Form MGT-14 After passing the Special Resolution at the EGM, the company must file Form MGT-14 with the Registrar of Companies (ROC) to officially register the resolution. This filing should be completed within 30 days of the EGM to ensure compliance with the legal requirements under the Companies Act, 2013.
Step 4: Form INC-22 After filing Form MGT-14, the company must file Form INC-22 with the ROC, along with the required attachments, including the No Objection Certificate (NOC) from the property owner, rent agreement (if the office is leased), utility bill not older than two months, and the Special Resolution. This filing should be done immediately after submitting MGT-14.
Documents Required for Filing INC‑22 and MGT‑14
- Copy of the Special Resolution.
- Notice of EGM.
- NOC from the property owner, if the office is situated in leased/rented land.
- Rent/Lease agreement, if the office is situated in leased/rented land.
Proof of evidence of any utility bills (electricity/Gas/Water) having the office address that are not older than 2 months as accepted by MCA at the time of filing.Step 5: After filing the required forms and registration of the change and receiving approval from the ROC, the company must update the address on its letterheads, banners, signboards, and other records, papers, and documents of the Company and inform all stakeholders.
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Regulatory Authorities to Be Notified After Address Change
Once a company completes the change, the update must be communicated to multiple regulatory bodies:
- ROC, Ministry of Corporate Affairs: The primary update is made through Form INC-22. If the move is inter-state, additional approval via RD and filing of INC-28 may be required.
- Income Tax Department: Update the company’s address in PAN and TAN records.
- Goods and Services Tax (GST) Department (If GST Registered): Log in to the GST Portal and update the Principal Place of Business.
- Banks and Financial Institutions: Submit ROC acknowledgment along with new address proof. The bank will update your KYC and modify your address in account records.
- Employees’ Provident Fund Organization (EPFO) & ESIC (If applicable): Update employer registration profiles to maintain continuity in employee benefit filings.
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Penalties for Non‑Compliance Under Section 12(8) of Companies Act, 2013
As per Section 12(8), if a company defaults in complying with provisions relating to registered office, it shall be liable to a penalty of ₹1,000 per day (subject to maximum ₹1,00,000) and officers in default may also be penalized. In addition, the company may face legal action, operational problems, banking and employee benefit issues, and damage to its reputation.
The new address has to be, then, printed on all the Company’s letterheads, business heads, notice and other publications.
Common Mistakes to Avoid While Changing Registered Office
- Filing INC‑22 before passing Special Resolution
- Forgetting to update GST address
- Using “ROC approval” language where not required
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Final Verdict on Changing of Registered Office Outside City but Under Same ROC (Companies Act, 2013)
Changing the company’s address to another city under the same ROC needs some proper legal steps. The company must inform directors, hold meetings, and submit required forms. Following the correct process makes the change easy. For better guidance, consult professionals. This information is only for knowledge, not legal advice.
Disclaimer: This blog is intended for informational and educational purposes only and should not be considered as solicitation for any purpose. 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 Form INC-22! 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. Is ROC approval required for address change within same ROC?
Answer. No. ROC approval is not required; however, a Special Resolution under Section 12(5) must be passed and filed with ROC through Form MGT-14, followed by Form INC-22 for address change. Approval is required only when a company shifts its registered office within the same state but to a different ROC, or from one state to another.
Question. Can INC-22 be filed without MGT-14?
Answer. INC-22 can be filed without MGT-14 only where no Special Resolution is required (e.g., change within same city).
For change outside city limits, MGT-14 is mandatory.
Question. Is GST amendment mandatory after address change?
Question. What is the registered office of a company?
Answer. The registered office is basically a company’s official home address. This is where all legal letters, notices, and important documents are sent, and where the company keeps its important records.
Question. Why company needs to change registered office?
Answer. A company may need to change its registered office for many reasons, like better infrastructure, convenient location, to meet business needs, and growth.
Question. What are the key steps involved in the procedure for change in registered office within same city?
Answer. To change a registered office within the same city, a company must pass a Board Resolution, get shareholder approval through a Special Resolution, file Forms MGT-14 and INC-22 with the ROC, and then update company records and inform stakeholders.
Question. How long does the process of changing the registered office take?
Answer. It varies based on the type of change. In some cases, it takes 2–3 weeks, while others may take longer to complete the process.
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Last updated: January 2026 | Applicable under Companies Act, 2013.