Change of Registered Office

If the shift is within the same city or town, a board resolution under Section 173 of the Companies Act 2013 suffices and Form INC-22 must be filed with the RoC within 30 days. If the shift is to a different city or town within the same state but under a different RoC, a special resolution under Section 12(5) read with Rule 27 of the Companies (Incorporation) Rules 2014 is required, followed by INC-22 filing.

An inter-state shift requires: (1) special resolution under Section 13(4), (2) newspaper publication notice under Rule 30 of the Companies (Incorporation) Rules 2014, (3) application to the Regional Director in Form INC-23, and (4) filing of the Regional Director order with both the old and new RoC via INC-28 within 60 days of the order. Clause II of the Memorandum of Association must be amended to reflect the new state.

Yes. A registered office change triggers a core field amendment. If the new address is in a different state, the existing GSTIN lapses and fresh registration under Section 22 of the CGST Act 2017 is required in the new state within 30 days of commencing business there; the old registration must be surrendered under Section 29. If within the same state, an amendment application under Rule 19 of the CGST Rules 2017 suffices.

Form INC-22 must be filed within 30 days of the board resolution (intra-city shifts) or within 30 days of the Regional Director order (inter-state shifts) under Rule 27/28 of the Companies (Incorporation) Rules 2014. Late filing attracts additional fees under the Companies (Registration Offices and Fees) Rules 2014, and continued default is an offence under Section 12(8) carrying a penalty of Rs 1,000 per day up to Rs 1 lakh on the company and its officers.

Charges registered with the RoC under Section 77 of the Companies Act 2013 remain valid at the new address with no separate charge-level intimation required. However, listed companies must disclose the board decision to stock exchanges within 24 hours under SEBI LODR Regulation 30. Most loan facility agreements also contain a notification covenant — these must be reviewed and lender intimation sent before the change takes effect.