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Change in Registered Office

Relocate your Company's or LLP's registered office with the appropriate approvals, statutory filings and documentation.

Company & LLP Filing Guidance Documentation Support
OVERVIEW

Update Your Registered Office Address

A registered office is the official address of a business entity for statutory communications and regulatory records. Any change must follow the applicable legal procedure.

For Companies

The procedure depends on whether the office is moving within the same city, elsewhere within the same ROC's jurisdiction, to another ROC, or to another state.

View Company Procedure

For LLPs

The LLP must follow its LLP Agreement, obtain the required partner approvals and complete Form LLP-15 filings and any applicable additional formalities.

View LLP Procedure
SECTION A

Change of Registered Office of a Company

Under the Companies Act, 2013 and the applicable Companies (Incorporation) Rules, 2014.

The approvals and forms required depend on the proposed location and the jurisdiction of the Registrar of Companies (ROC). The following is a general overview.

01
Within the same local limits

Shifting Within the Same City, Town or Village

Obtain approval of the Board of Directors by passing a Board Resolution. File Form INC-22 with the ROC within 30 days of the change, with the prescribed supporting documents and fee.

Board Resolution Form INC-22
02
Same ROC jurisdiction

Outside Local Limits, Within the Same ROC

Obtain Board approval and pass a Special Resolution of the members where required. File Form MGT-14 within the applicable period and submit Form INC-22 within the prescribed timeline.

Board Resolution Special Resolution MGT-14 INC-22
03
Different ROC, same state

Shifting to Another ROC Within the Same State

Obtain the necessary Board and member approvals, including a Special Resolution where applicable. Apply to the Regional Director in Form INC-23. After approval, complete the prescribed filings, including INC-28 and INC-22, as applicable.

Special Resolution INC-23 INC-28 INC-22
04
Inter-state relocation

Shifting From One State to Another

Obtain Board approval and pass a Special Resolution to alter the registered-office clause in the MOA. Apply to the Regional Director in Form INC-23 and comply with applicable requirements concerning creditors, debenture holders, notices and filings.

MOA Amendment Special Resolution INC-23 INC-28 / INC-22

Company: Address Proof & Records

Keep the prescribed proof of the new address, evidence of the company's right to occupy the premises and other applicable supporting documents ready. Update statutory records and relevant registrations after completing the required procedure.

SECTION B

Change of Registered Office of an LLP

Under the Limited Liability Partnership Act, 2008 and the applicable LLP Rules, 2009.

01

Obtain Required Approval

Follow the procedure prescribed in the LLP Agreement. If it does not specify a procedure for changing the registered office, obtain the consent of all partners. For an inter-state shift, obtain secured creditors' consent where required.

02

Shifting Within the Same State

Complete the approval formalities and file Form LLP-15 with the ROC within 30 days of the change, in accordance with the applicable rules, along with the prescribed fee and supporting documents.

Form LLP-15 Address Proof
03

Shifting From One State to Another

Complete the applicable partner approval and secured creditor formalities. Publish the prescribed general notice in English and the principal language of the district at least 21 days before filing the notice with the Registrar, where required. Then complete Form LLP-15 filing within the applicable timeline.

Public Notice Creditor Consent, if required Form LLP-15
04

Documents & Subsequent Compliance

Attach the new office address proof and the relevant partners' resolution, consent or LLP Agreement provisions. Include the public notice and secured creditors' consent where applicable. Update business records and other registrations as necessary.

Form LLP-15 is used to notify a change in the registered office of an LLP. Confirm the current MCA form instructions and the specific requirements for the proposed relocation before filing.

DOCUMENT CHECKLIST

Documents You May Need

The final checklist depends on the entity type, the location of the new office and the applicable filing route.

For a Company

  • Board Resolution
  • Special Resolution, where required
  • Proof of new registered office address
  • Rent / lease agreement or ownership proof, as applicable
  • Owner's NOC, where applicable
  • Prescribed notices, approvals and supporting documents

For an LLP

  • Partners' resolution or consent, as applicable
  • Relevant LLP Agreement provisions
  • Proof of new registered office address
  • Rent / lease agreement or ownership proof, as applicable
  • Owner's NOC, where applicable
  • Public notice and creditor consent, where required
QUICK COMPARISON

Company vs LLP

Understand the main differences before initiating a registered office change.

Particulars Company LLP
Governing legislation Companies Act, 2013 LLP Act, 2008
Primary filing for address change Form INC-22 Form LLP-15
Owner approval Board / members' approval, depending on the shift As prescribed in the LLP Agreement or applicable rules
Inter-state relocation Regional Director approval and related formalities apply Additional notice and creditor requirements may apply
Additional filings MGT-14, INC-23, INC-28, as applicable Supporting documents and prescribed notice, as applicable
Address proof Required as prescribed Required as prescribed

* Requirements vary according to the specific relocation. Check the current MCA rules, forms and instructions before filing.

WHY PROFESSIONAL SUPPORT?

Make Your Office Relocation Smoother

Proper planning helps you manage the documentation, approvals and statutory updates associated with relocation.

Procedure Guidance

Identify the appropriate process based on the new location.

Filing Assistance

Prepare the applicable forms and supporting documents.

Compliance Support

Help track required approvals and statutory formalities.

Record Updates

Identify records and registrations that may need updating.

FREQUENTLY ASKED QUESTIONS

Registered Office Change FAQs

Which form is used to change a Company's registered office?

Form INC-22 is used to notify the registered office address. Depending on the proposed shift, forms such as MGT-14, INC-23 and INC-28 may also be required.

Which form is used for an LLP registered office change?

Form LLP-15 is generally used to notify the ROC of a change in an LLP's registered office. Supporting documents and additional requirements depend on the circumstances of the move.

Can a Company or LLP move its registered office to another state?

Yes, subject to the applicable approvals, filings and statutory requirements. The procedure differs between a Company and an LLP and should be checked before the relocation is implemented.

Is proof of the new office address required?

Yes. The prescribed address proof and evidence of the right to occupy the premises must be provided. A lease or rent agreement, ownership proof and landlord's NOC may be relevant depending on the case.

Do other business registrations need to be updated?

Depending on the business, you may also need to update GST, bank records, licences, contracts, invoices, letterheads and other relevant records after the registered office change.

NEED PROFESSIONAL ASSISTANCE?

Planning to Change Your Registered Office?

Get assistance with the applicable procedure, documentation and statutory filing requirements for your Company or LLP.

  • Within city or across states
  • Board / member approvals
  • ROC filings
Talk to our compliance team Get clear guidance before you file. Consult an Expert +91 8625841008
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