Important Keywords: Change registered office Within Same City, Section 12, INC-22 filing for registered office, Registered office change Companies Act 2013, Procedure to change registered office, ROC intimation for address change.
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Table of Contents
Overview
Changing a company’s registered office is not something you do every day. It involves careful planning, paperwork, and legal compliance—both before and after the move. Here is what the law requires, this article will guide you through everything you need to know when shifting your registered office within the same city, town, or village, as per the Companies Act, 2013.
Every company is required to have a registered office within 30 days of incorporation. And if you’re changing that office, the law says you must inform the ROC within 30 days (This 30‑day time limit is applicable for changes made on or after 3rd January 2018) of the move (Section 12(4) of the Companies Act, 2013).
Here, we’ll walk you through all the necessary steps, approvals, and compliances so your company stays fully legal and avoids any penalties or mistakes. By the end of this guide, you’ll have a clear, step-by-step understanding of what to do, what to avoid, and how to stay compliant.
Whether you’re a business owner, a company secretary, or just curious about corporate rules, this article gives you everything you need in one place. Let’s get started!
To change a registered office within the same city, town, or village, a company needs Board approval and must file Form INC-22 with the ROC within 30 days, as per Section 12 of the Companies Act, 2013.
Understanding Section 12 of the Companies Act, 2013.
Section 12 of the Companies Act, 2013 says that every company must have a registered office. This registered office is the company’s official address, where the government and other authorities send legal notices, letters, and official communications.This office must be set up within 30 days of incorporation and maintained as long as the company exists. This address is also mentioned in the company’s MOA and AOA.
To change the registered office, a company must follow the procedures in the Act. Moving within the same city may need Board approval, while shifting outside the city or to another state may require shareholder and ROC/Regional Director approval.
Section 12(4) talks about after the change, the company must inform the ROC within 30 days by filing Form INC-22. Earlier, before the amendment dated 3rd January 2018, this period was 15 days, but on and after this amendment, it was extended to 30 days. So, if a company changes its registered office on or after 3rd January 2018, it must inform the ROC within 30 days from the date of the change.
Now we will talk about the process of changing registered office!
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Procedure for Change Registered Office Within Same City, Town, or Village
1st Action: To Convey Board Meeting of Directors [Section-173(1)]
When a company wants to change its registered office, the first action to be taken by the company is to inform all the directors about the Board Meeting at least 7 days before the meeting. The meeting notice should also contain the following:
- Attach Agenda: A simple list of matters that will be discussed in the meeting,
- Notes to Agenda: Basic information about each agenda point, so that directors can easily understand all the matters in the meeting, and
- Draft Resolution: A decision that is already prepared beforehand, which the directors only discuss and approve during the meeting.
2nd Action: Hold the Board Meeting [Section-173(1)]
- Discuss the agenda – In this agenda, the directors go through the points, mostly about changing the company’s registered office.
- Approve the resolution – The directors officially agree to shift the office to a new place within the same city, town, or village.
- Authorize a director – The directors choose one of them to file the necessary form with the ROC (Registrar of Companies).
3rd Action: Filing and Fees
After the Board agrees to move the office (or passes the resolution), the company must file Form INC-22 within 30 days.
The form should include:
- Board Resolution – A certified copy showing that the directors approved the move/change.
- Intimate ROC- Intimate the ROC about the change using Form INC-22 within 30 days and pay the prescribed fee.
- Proof of New Address – You need to file proof along with the intimation: a recent utility bill, and either a rental agreement (if rented) or ownership deed (if the company owns the office).
- NOC (No Objection Certificate) – Permission from the owner allowing the company to use the new address as its registered office.
- If the premises is provided rent-free by a promoter or director, a Consent/NOC from the owner is required.
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Documents Required for INC-22
- Board Resolution (certified copy)
- Proof of new address (utility bill not older than 2 months)
- Rent Agreement (if rented)
- NOC from owner
- Ownership proof (if self-owned)
- Copy of MOA (if required)
Things to do after shifting the registered office
Once the company shifts its registered office, it should do the following:
- Public Notice (Optional): Publish a newspaper advertisement to inform members and stakeholders about the new registered office address.
- Update Office Name Board: Display the company’s name and new registered office address clearly outside every office or place of business.
- Update Business Documents: Change the address on all letterheads, invoices, billheads, receipts, emails, and other official documents.
- GST Name Board (If GST Registered): Display the GST number on the name board at the main office and all other business locations (as per CGST Rules).
- Banks and Financial Institutions: Inform all banks and update the company’s new address in bank account records.
- ROC / Ministry of Corporate Affairs (MCA): Inform the ROC by filing Form INC-22 through MCA portal. If the registered office is shifted to another state, first get approval from the Regional Director (RD) and then file Form INC-28. But in the case of same city no need to take approval from RD.
- Income Tax Department: Update the new address in PAN and TAN records.
- Utility Services: Update the address with electricity, telephone, internet, and other utility service providers.
- Other Government Authorities: Update the address with departments like Customs, Sales Tax, Service Tax, or other applicable authorities.
- Depositories (If applicable): Update the new address with NSDL, CDSL, and RTA, wherever applicable.
- EPFO & ESIC (If applicable): Update the new address on EPFO and ESIC portals to avoid problems in employee filings.
- MOA & AOA Update: Print an updated Memorandum of Association & Article of Association (MOA & AOA) with the new registered office address.
What happens if the company does not inform about change of registered office to the ROC on time?
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.
The company’s new address should be updated on all letterheads, business cards, notices, and any other publications.
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.Forms at a Glance
| Purpose | Form | Time Limit |
| Board Approval | Board Resolution | Same day |
| Intimation to ROC | INC-22 | 30 days |
Cost of Changing Registered Office Within the Same City?
There is no additional government fee specifically for shifting the registered office within the same city, town, or village. However, the normal ROC filing fee for Form INC‑22 is payable based on the company’s authorized capital. Professional fees may also apply if legal or secretarial assistance is taken.
Practical Example
XYZ Private Limited shifts its registered office from Connaught Place, Delhi to Karol Bagh, Delhi. Since the shift is within the same city and under the same ROC jurisdiction, only Board approval is required, and Form INC‑22 must be filed within 30 days of the change.
Conclusion
Changing a registered office within the same city, town, or village under Section 12 of the Companies Act, 2013 is procedurally simple but legally important. The company must pass a Board Resolution and file Form INC‑22 with the ROC within 30 days of the change to remain compliant with Section 12(4) and avoid penalties under Section 12(8).
Accurate documentation, timely filing, and proper compliance ensure smooth business operations without legal interruptions. To avoid errors, delays, or penalties, companies should consider professional assistance for drafting resolutions, verifying documents, and completing MCA V3 filings correctly.
If you need support with INC‑22 filing or registered office compliance, Finodha’s expert team can assist you end‑to‑end.
Disclaimer: This article is intended for informational purposes only and does not constitute legal advice. Readers are advised to consult a qualified professional before taking any action based on this information. The content is based on the provisions of the Companies Act, 2013 and applicable rules as on the date of publication.
This article is written as per the current scenario, and all details and points mentioned are accurate as of now. If, in the future, there are any changes in rules, regulations, amendments, figures, or Sections, the information in this article may change.
If you notice any mistakes or feel that some points are missing, please feel free to email me at the IDs mentioned i.e. help@finodha.in. I will be very grateful for your valuable feedback.
For any assistance regarding company incorporation, ITR filing, or GST return filing, you can connect with us at Finodha.in. Our expert team will guide you and help you avail these services smoothly.
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FAQs: Get answers to all your queries!
Question. What is the penalty for Non-compliance regarding registered office?
Answer. As per Section 12(8) of the Companies, Act 2013, If a company or its officers don’t inform the ROC about the change in the registered office on time, they’ll have to pay ₹1,000 for each day of delay, but the total fine cannot exceed ₹1 lakh.
Question. Procedure for change of registered office within the same city, town, or villages.
Answer. If the registered office is being changed within the same city, town, or village, only the approval of the Board of Directors is required. After that, the company can inform the ROC by filing Form INC-22.
Question. Which Section deals with changes to the registered office?
Answer. Section 12(4) of the Companies Act, 2013 specifically deals with the change of registered office.
Question. Format of board resolution for change of registered office within the same city, town or villages.
Answer. BOARD RESOLUTION FORMAT:
(For Change of Registered Office within the Same City / Town / Village)
RESOLVED THAT pursuant to the provisions of Section 12 of the Companies Act, 2013 and other applicable provisions, if any, and subject to necessary approvals, the registered office of the Company be and is hereby shifted within the same city/town/village from:
[Old Address]
to
[New Address],
with effect from [effective date].
RESOLVED FURTHER THAT Mr./Ms. [Name of Director/Authorized Person], Director/Company Secretary of the Company, be and is hereby authorized to file Form INC-22 and all other necessary forms, documents, and papers with the Registrar of Companies (ROC) and to do all such acts, deeds, and things as may be required to give effect to this resolution.
RESOLVED FURTHER THAT the Board hereby approves all actions taken in connection with the above change.
Question. What are the circumstances under which a company can change its registered office within the same city, town or village?
Answer. The company can move its registered office within the same local limits (city, town, or village).
Approval needed: Only Board of Directors’ approval through a board resolution.
ROC Filing: Form INC-22 must be filed within 30 days of the change.
Question. Which form can we use to inform ROC about the changes?
Answer. We can use Form INC-22, to inform the Registrar of Companies (ROC) about a change in the registered office.
Need help related to filing Form INC-22: Drop your queries at Finodha.in
Question. Is there any amount to be paid while changing the registered office?
Answer. Yes, you need to pay government filing fees when you submit the required forms to the MCA (like INC-22, MGT-14, INC-23, etc.). The amount depends on the type of change and the company’s authorised share capital. However, there is no separate fee just for passing the resolution to change the registered office.
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Question. Is Regional Director approval required for change within the same city?
Answer. No. RD approval is not required when the registered office is shifted within the same city, town, or village under the same ROC.
Question. Which section governs registered office change?
Answer. Section 12 of the Companies Act, 2013.
Question. Which form is used to inform ROC?
Answer. Using Form INC-22.
Question. Is RD approval required?
Answer. No, not required for change within the same city.
Question. Is there any fee?
Answer. Yes, normal ROC filing fee for INC-22 applies.
Question. What is the penalty for delay?
Answer. Penalty pay ₹1,000 per day (maximum ₹1 lakh).
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