Seamless address change filing for Private Limited Companies, LLPs, OPCs & Section 8 Companies — within the same city, inter-city, inter-state, or across ROC jurisdictions. Expert CA-assisted INC-22, MGT-14, INC-23 & LLP Form 15 filing.
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Under Section 12 of the Companies Act, 2013, every company must maintain a registered office from the 15th day of incorporation. This is the official address where all statutory communications, legal notices, and government correspondence are received.
A company may need to change its registered office due to business expansion, better infrastructure, cost optimization, proximity to clients or markets, merger/acquisition, or simply moving to a larger premises. The procedure varies significantly based on whether the move is within the same city, across cities, across ROC jurisdictions, or to another state entirely.
Similarly, under Section 13 of the LLP Act 2008, every LLP must have a registered office. LLPs can change their address by following the prescribed procedure and filing Form LLP-15 and Form LLP-3 with the ROC.
Governs registered office requirements for companies
Governs registered office requirements for LLPs
All forms filed electronically on MCA portal
Digital signature of Director/Designated Partner needed
The procedure, forms, approvals, and timeline differ based on the type of relocation
Simplest procedure — only Board Resolution and INC-22 filing required. No shareholder approval needed.
Requires Special Resolution at EGM in addition to Board Resolution. Two forms to be filed.
Requires Regional Director (RD) approval, newspaper advertisements, and creditor intimation.
Most complex — requires MOA alteration, Central Govt/RD approval, filing with both state ROCs.
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Identify a new address compliant with local zoning laws. Execute rent/lease agreement with the landlord and obtain a No Objection Certificate (NOC).
Issue notice to all directors (minimum 7 days). Hold Board Meeting and pass a Board Resolution approving the change of registered office within local limits.
File e-Form INC-22 on MCA V3 portal within 15 days of passing the Board Resolution. Attach: Board Resolution, NOC, Rent Agreement, Utility Bill (not older than 2 months), and office photos (as per MCA V3 requirements).
After ROC approval, update the new address on letterheads, signboards, website, GST, PAN, TAN, bank accounts, and all statutory registrations.
Complete all documentation for the new premises including rent agreement, NOC from landlord, and utility bill (not older than 2 months).
Hold a Board Meeting to approve the proposal and authorize calling an Extraordinary General Meeting (EGM) of shareholders.
Hold EGM and pass a Special Resolution (75% majority) approving the change of registered office outside local limits but within the same ROC jurisdiction.
File Form MGT-14 (Special Resolution filing) and Form INC-22 with the ROC within 30 days of passing the Special Resolution.
Post ROC approval, update the address on GST, PAN, TAN, bank accounts, MSME registration, letterheads, signboards, and website.
Hold Board Meeting to approve the proposal, call EGM, and fix date/time/venue. Pass Special Resolution at EGM approving the inter-ROC shift.
File Form MGT-14 with the ROC within 30 days of passing the Special Resolution.
File Form INC-23 with the Regional Director seeking approval. Attach: Board Resolution, Special Resolution, declarations, creditor list, and employee interest statement.
Publish notice in 1 English newspaper + 1 vernacular language newspaper (circulating in the district). Notify all creditors and stakeholders.
Once the Regional Director approves, file Form INC-22 with the ROC within 60 days of the RD's approval order.
Pass Special Resolution to amend Clause II (Registered Office Clause) of the Memorandum of Association (MOA). This requires 75% shareholder approval.
File the Special Resolution with the ROC within 30 days.
Submit application with supporting documents including creditor declarations, employee interest letters, and consent from secured creditors.
Publish in English + vernacular newspaper. Send individual notices to all creditors. Intimate Chief Secretary of the state regarding employee interests.
After RD approval, file INC-22 within 60 days. Additionally, file Form INC-28 (order of Central Government/RD) with the ROC of BOTH states — old and new.
For inter-state shift, new GST registration in the destination state is required. Update PAN, TAN, bank accounts, MSME, IEC, FSSAI, and all other registrations.
Comprehensive checklist of documents for companies and LLPs
| Parameter | Within Same City | Different City, Same ROC | Different ROC, Same State | Inter-State |
|---|---|---|---|---|
| Approval Required | Board Resolution | Board + Special Resolution | Board + Special Resolution + RD Approval | Board + Special Resolution + RD/Central Govt Approval |
| Forms to File | INC-22 | INC-22, MGT-14 | MGT-14, INC-23, INC-22 | MGT-14, INC-23, INC-22, INC-28 |
| Filing Deadline | 15 days | 30 days | 60 days (after RD order) | 60 days (after RD order) |
| Newspaper Ad | Not required | Not required | Required (English + Vernacular) | Required (English + Vernacular) |
| MOA Alteration | Not required | Not required | Not required | Required (Clause II) |
| Timeline | 7–15 days | 15–30 days | 45–90 days | 60–120 days |
| Complexity | Simple | Moderate | Complex | Most Complex |
Procedure for Limited Liability Partnerships under LLP Act, 2008
Under Section 13 of the LLP Act 2008, every LLP must have a registered office. The procedure for changing it depends on whether the LLP Agreement has provisions for such change. If no provision exists, consent of all partners is required.
Within Same State: Pass a partners' resolution, amend the LLP Agreement via supplementary deed, file Form LLP-15 and Form LLP-3 with the ROC within 30 days.
To Another State: Additionally requires consent of secured creditors, newspaper advertisement (published at least 21 days before filing), and filing copies of notices with both state ROCs.
Notice for change of place of registered office
Information regarding LLP Agreement changes
If an LLP fails to comply with the procedural requirements under Section 13 of the LLP Act 2008, both the LLP and its partners face significant penalties:
Penalty Amount: ₹500 per day during which the default continues, subject to a maximum of ₹50,000 for the LLP and each defaulting partner.
Filing Timeline: Form LLP-15 must be filed within 30 days of the address change. Late filing attracts additional fees as per MCA schedule.
Supplementary Deed: The supplementary LLP agreement should be executed on a stamp paper of ₹100–₹500 (varies by state), properly signed by all partners.
₹50 for contribution up to ₹1 lakh, increases with contribution
Designated Partner's DSC + Certification by CA/CS/CMA
Answer simple questions to know exactly what forms, documents, and timeline apply to your situation
Select your entity type and type of address change
Don't forget to update these important registrations after the ROC approves your address change
Amendment in GST registration (or new registration for inter-state)
Within 15 daysUpdate address on Income Tax PAN and TAN records
Within 30 daysUpdate address in all company bank accounts
ImmediatelyUpdate Udyam Registration with new address
Within 30 daysUpdate EPFO and ESIC registrations
Within 15 daysUpdate Import Export Code with DGFT
Within 30 daysUpdate food license (if applicable)
Within 30 daysNew registration or amendment in Shop Act license
Within 30 daysLate filing of INC-22 attracts additional fees based on the delay period as per MCA fee schedule:
Up to 30 days delay: 2x normal fees
30-60 days: 4x | 60-90 days: 6x | 90-180 days: 10x | Beyond 180 days: 12x
If an LLP and its partners fail to comply with the address change procedure:
₹500 per day during default (max ₹50,000 for LLP + each partner)
Additionally, the LLP may face difficulty in future filings and compliance.
All-inclusive professional fees. Government fees payable separately to MCA.
+ Govt Fees
+ Govt Fees
+ Govt Fees + Newspaper Charges
+ Govt Fees + Newspaper + Stamp Duty
For change within the same city, Form INC-22 must be filed within 15 days of the Board Resolution. For change outside the city but within same ROC jurisdiction, it must be filed within 30 days of passing the Special Resolution. For inter-ROC and inter-state changes, INC-22 is filed within 60 days of the Regional Director's approval order.
Key documents include: Board Resolution, NOC from the property owner, Rent/Lease Agreement, Utility bill not older than 2 months (electricity/telephone/gas), Professional certificate from CA/CS/CMA, and for inter-city or inter-state changes, Special Resolution and newspaper advertisements may also be required.
Yes, an LLP can change its registered office address by passing a resolution with consent of all partners, amending the LLP Agreement via supplementary deed, and filing Form LLP-15 and Form LLP-3 with the ROC within 30 days. For inter-state changes, a newspaper advertisement must be published at least 21 days before filing.
Form INC-22 is filed to notify the ROC about the change of registered office address and is required in all types of address changes. Form INC-23 is an application seeking approval from the Regional Director (RD), required only when shifting from one ROC jurisdiction to another within the same state, or from one state to another.
For companies, late filing of INC-22 attracts additional fees — 2x for up to 30 days delay, scaling up to 12x for delays beyond 180 days. For LLPs, non-compliance with Section 13 of LLP Act attracts a penalty of ₹500 per day (max ₹50,000) for both the LLP and its designated partners.
Within the same city: 7–15 working days. Different city but same ROC: 15–30 working days. Different ROC within same state: 45–90 working days. Inter-state transfer: 60–120 working days. The inter-state process takes longest due to Regional Director approval, newspaper advertisements, and creditor consent requirements.
Yes, GST registration must be updated within 15 days. For within-state changes, file an amendment application on the GST portal. For inter-state changes, you need to cancel the existing GST registration and obtain a new one in the destination state. All input tax credit transfer provisions under Section 18(3) apply.
MOA alteration is required ONLY when shifting the registered office from one state to another. Clause II of the MOA specifies the state where the registered office is situated, and this must be amended via Special Resolution. For changes within the same state (whether same city, different city, or different ROC), MOA alteration is not needed.
Our expert CA team handles the entire process from documentation to ROC filing. Get started with a free consultation today.
The information provided on this page is for general informational purposes only and should not be construed as legal or professional advice. ROC filing requirements, government fees, and procedures may change as per MCA notifications and circulars. Government fees are additional and payable directly to MCA. Timelines mentioned are indicative and subject to MCA/RD processing. Stamp duty for supplementary LLP agreements varies by state. Professional fees mentioned are exclusive of government fees, stamp duty, and newspaper advertisement charges where applicable. We recommend consulting with a qualified professional for specific compliance matters. Wealth4India is a brand of ShyamDa India Ventures and is not affiliated with the Ministry of Corporate Affairs, Regional Director's office, or any government body.