A step-by-step guide to the ROC shifting procedure under the Companies Act, 2013.
shifting within the same city, town, or village — the simplest form of relocation.
Directors pass a board resolution approving the shifting to the new address within local limits. Minimum 7 days notice for board meeting is required.
Gather property deed or lease agreement, utility bills (not older than 2 months), and owner's No Objection Certificate for the new premises.
Submit Form INC-22 (Notice of Situation of Registered Office) to the ROC within 15 days of the board resolution with all supporting documents.
shifting within the same state but outside local limits — requires a Special Resolution.
shifting within the same state but to a different ROC jurisdiction — requires Regional Director approval.
Board resolution followed by EGM with Special Resolution (21 days notice). The resolution approves the shifting and amendment to the Memorandum of Association.
File the Special Resolution with ROC within 30 days. Include certified copies, explanatory statement, and professional certification by CS.
Publish advertisements in both English and vernacular newspapers in the current state. A 30-day notice period begins from the date of publication for objections.
Apply to the Regional Director after the 30-day notice period. Include all documentation, director declarations, creditor lists, and Chief Secretary acknowledgment.
Regional Director confirms within 30 days. File Form INC-28 (RD confirmation) and Form INC-22 with the ROC within 30 days of approval.
The most comprehensive process — shifting between different states with Central Government approval.
Common questions about the four types of registered office shifting, forms, and approvals.
Local shifting takes about 15 days, same-state (different city) 30–45 days, different ROC jurisdiction 60–90 days, and interstate relocation 90–180 days. Timelines depend on ROC and Regional Director processing speed and whether any objections are raised.
Common documents include the board resolution, special resolution (where applicable), proof of the new address, the owner's NOC, a recent utility bill (not older than 2 months), and the relevant MCA forms. Interstate cases also need altered MOA and lists of creditors and debenture holders.
Once approved, the new registered office is recorded with the MCA, and a fresh Certificate of Incorporation is issued for interstate cases. You must then update your MOA, office signage, bank records, and tax records (PAN/TAN), and notify utility providers and regulators.
File MGT-14 (Special Resolution) -> File INC-23 (RD Petition) -> Publish INC-26 (Newspaper Ad) -> File INC-28 (RD Order Registration) -> File INC-22 (Address Notice).
Any creditor, debenture holder, or affected party can file an objection by submitting a written affidavit directly to the Regional Director (RD) within 30 days of the public newspaper advertisement (Form INC-26). A copy must also be served to the company's registered office. The affidavit must detail the exact claim or grievance, and the RD will address these objections during a hearing before granting final relocation approval. submitted directly to the Regional Director via affidavit within 30 days of newspaper publication.
Under Rule 30 of Companies (Incorporation) Rules 2014, the creditor list must be prepared as of a date not more than 30 days prior to filing Form INC-23. It must list each creditor's name, address, and exact amount due. The list requires an affidavit signed by at least two directors confirming all liabilities are stated, alongside a certification from a practising Company Secretary (CS) or CA.
No. Local office shifting within the same city or town does not require altering the MOA. Clause III (Situation Clause) only specifies the state in which the company operates, not the street address. You only need to pass a Board Resolution and file Form INC-22 within 30 days. MOA alteration under Section 13 applies strictly to interstate shifts.
JurisTatva works through a collaborative model with professionals. Where secretarial or statutory execution is required, services are delivered by professional firms — including our compliance partner S & S Associates, Company Secretaries.
Visit sns18.in ↗