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Registered Office Shifting · Companies Act 2013

ROC Shifting
Services in India

Comprehensive registered office shifting solutions for all four types of relocation under the Companies Act, 2013 — from a move within the same city to a full interstate shift. Our certified CS professionals prepare every document, file every MCA form and follow up until your new registered office is officially confirmed.

Local shifting · ~15 days Same state · 30–45 days Different ROC · 60–90 days Interstate · 90–180 days
View Our Process
4
Types of registered office shifting handled
~15 Days
Approximate timeline for local shifting
90–180
Days for a complete interstate relocation
3
Approving authorities — ROC, Regional Director & Central Government
Registered Office Shifting Form INC-22 Form MGT-14 Form INC-23 Form INC-28 Special Resolution Regional Director Approval Central Government Approval MOA Alteration Newspaper Publication Registered Office Shifting Form INC-22 Form MGT-14 Form INC-23 Form INC-28 Special Resolution Regional Director Approval Central Government Approval MOA Alteration Newspaper Publication
Overview

What is ROC Shifting?

ROC Shifting is the process of changing the registered office address of a company as recorded with the Registrar of Companies (ROC) under the Ministry of Corporate Affairs. The registered office is the official legal address where all formal communications and notices are received.

It is the address at which the Registrar of Companies, courts and tax authorities serve all statutory notices. Any change must be formally recorded with the MCA through the correct filings — such as INC-22, MGT-14, INC-23 and INC-28.

Shifting is one of the most common yet procedurally sensitive compliance events under the Companies Act, 2013. Each category carries its own forms, resolutions and approval authorities. JurisTatva handles the complete process end to end so your company stays fully compliant at every stage.

ROC Shifting at a Glance
Governed by the Companies Act, 2013 & the MCA
MCA
Types of registered office shifting
4 Types
Key forms involved
INC-22 · MGT-14 · INC-23 · INC-28
Approving authorities
ROC · RD · Central Govt
Local shifting timeline
~15 Days
Interstate relocation timeline
90–180 Days
Service Types

Four Types of Registered Office Shifting

Each type has different procedures, timelines and documentation requirements. We handle all four with expert precision.

01
Type 1: Within Local Limits
Shifting within the same city, town, or village. Requires only a Board Resolution and Form INC-22 filing within 15 days. Documents needed include property proof, utility bills (not older than 2 months), and the owner's NOC.
Simple · ~15 DaysINC-22
See the process
02
Type 2: Within Same State, Outside Local Limits
Shifting to a different city within the same state. Requires a Special Resolution at an EGM with 21 days' notice, filing Form MGT-14 within 30 days and Form INC-22 within 15 days. Professional certification by a CA/CS/CWA is mandatory.
Moderate · 30–45 DaysMGT-14INC-22
See the process
03
Type 3: Different ROC Jurisdiction, Same State
Requires Regional Director approval via Form INC-23, newspaper advertisements in English and vernacular languages, and stakeholder notifications. Form INC-28 must be filed within 30 days of RD approval.
Complex · 60–90 DaysMGT-14INC-23INC-28INC-22
See the process
04
Type 4: Interstate Relocation
The most complex relocation, requiring Central Government approval. Involves MOA alteration, newspaper publications, and registered post notices to all creditors and debenture holders. A fresh Certificate of Incorporation is issued by the new ROC.
Most Complex · 90–180 DaysMGT-14INC-23INC-28INC-22
See the process
Quick Comparison

Service Comparison at a Glance

Compare all four types of registered office shifting — resolutions, forms, approvals and timelines side by side.

Aspect Type 1 · Local Type 2 · Same State Type 3 · Diff. ROC Type 4 · Interstate
Resolution Board Resolution Special Resolution (EGM) Special Resolution (EGM) Special Resolution (EGM)
Key Forms INC-22 MGT-14INC-22 MGT-14INC-23INC-28INC-22 MGT-14INC-23INC-28INC-22
Approval By ROC ROC Regional Director Central Government
Newspaper Publication ✕ Not Required ✕ Not Required ✓ Required ✓ Required
MOA Alteration ✕ Not Required ✕ Not Required ! May Be Required ✓ Mandatory
Timeline ~15 Days 30–45 Days 60–90 Days 90–180 Days
Complexity Simple Moderate Complex Most Complex
Why JurisTatva

Trusted Expertise in ROC Compliance

More than filings — a dedicated compliance partner that stands with your company at every stage of the shifting.

Certified CS Experts
Every filing is prepared and vetted by qualified Chartered Accountants and Company Secretaries — not generic agents.
Complete Documentation
We handle all forms — INC-22, MGT-14, INC-23 and INC-28 — with precision and accuracy for a smooth ROC filing.
End-to-End Handling
Board resolutions, newspaper notices, MGT-14, INC-22, INC-23, RD approvals — everything drafted, filed and followed up by us. Zero paperwork on your desk.
PAN-India Coverage
From local shifting to interstate relocations — we handle every ROC jurisdiction and Regional Director office across the country.
Real-Time Tracking
Monitor your application status with instant updates — every stage from filing to final ROC approval.
Transparent & Timely
Clear timelines before we begin, regular status updates at every stage, and honest fees with no hidden charges — ever.
Our Process

The Shifting Process, Type by Type

Choose your type of shifting to see the exact sequence of resolutions, notices, filings and approvals — with the statutory time limit at each stage.

Type 1 · Within local limits

Local Shifting Process

Shifting within the same city, town, or village — the simplest form of relocation.

~15 daysSimpleBoard ResolutionApproval by ROC
1
Step 1 · Min. 7 days' notice
Board Resolution
Directors pass a board resolution approving the shifting to the new address within local limits. A minimum of 7 days' notice for the board meeting is required.
Board Meeting NoticeBoard ResolutionCertified Minutes
2
Step 2 · Before filing
Prepare Documents
Gather the property deed or lease agreement, utility bills (not older than 2 months), and the owner's No Objection Certificate for the new premises.
Property Deed / LeaseUtility BillOwner's NOC
3
Step 3 · Within 15 days · Critical Step
File Form INC-22
Submit Form INC-22 (Notice of Situation of Registered Office) to the ROC within 15 days of the board resolution, with all supporting documents.
INC-22Supporting DocumentsWithin 15 Days
Type 2 · Same state, outside local limits

Intra-State Shifting Process

Shifting within the same state but outside local limits — requires a Special Resolution.

30–45 daysModerateSpecial Resolution (EGM)Approval by ROC
1
Step 1 · Min. 7 days' notice
Board Meeting
Directors receive at least 7 days' notice. The Board passes resolutions to approve the shifting proposal and schedule an Extraordinary General Meeting (EGM).
Board NoticeBoard ResolutionEGM Scheduled
2
Step 2 · Min. 21 days' notice
Extraordinary General Meeting (EGM)
Notice of the EGM is given at least 21 days before the meeting date. Members pass a Special Resolution approving the shifting to the new city within the same state.
EGM NoticeSpecial Resolution
3
Step 3 · Within 30 days
File Form MGT-14
File within 30 days of the Special Resolution. Include a certified copy of the resolution, the explanatory statement, the altered MOA, and certification by a practicing CA, CS, or CWA.
MGT-14Certified CopyExplanatory StatementCA / CS / CWA Certification
4
Step 4 · Within 15 days · Critical Step
File Form INC-22
Submit Form INC-22 within 15 days with property documentation, utility bills, the owner's NOC, and the board resolution approving the new address.
INC-22Utility BillsOwner's NOCBoard Resolution
Type 3 · Different ROC, same state

Inter-ROC Jurisdiction Shifting

Shifting within the same state but to a different ROC jurisdiction — requires Regional Director approval.

60–90 daysComplexSpecial Resolution (EGM)Approval by Regional Director
1
Step 1 · Min. 21 days' EGM notice
Board Meeting & EGM
A board resolution is followed by an EGM with a Special Resolution (21 days' notice). The resolution approves the shifting and the amendment to the Memorandum of Association.
Board ResolutionEGM NoticeSpecial Resolution
2
Step 2 · Within 30 days
File Form MGT-14
File the Special Resolution with the ROC within 30 days. Include certified copies, the explanatory statement, and professional certification by a CS.
MGT-14Certified CopiesExplanatory Statement
3
Step 3 · 30-day notice period
Newspaper Publication
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.
English NewspaperVernacular Newspaper30-Day Objection Period
4
Step 4 · After 30-day notice · Critical Step
Regional Director Application (INC-23)
Apply to the Regional Director after the 30-day notice period. Include all documentation, director declarations, creditor lists, and the Chief Secretary acknowledgment.
INC-23Director DeclarationsCreditor ListChief Secretary Acknowledgment
5
Step 5 · RD confirms within 30 days
RD Confirmation & Filing
The Regional Director confirms within 30 days. File Form INC-28 (RD confirmation) and Form INC-22 with the ROC within 30 days of approval.
RD OrderINC-28INC-22Within 30 Days of Approval
Type 4 · Interstate

Interstate Relocation Process

The most comprehensive process — shifting between different states with Central Government approval.

90–180 daysMost complexSpecial Resolution (EGM)Approval by Central Government
1
Step 1 · Min. 7 days' notice
Board Meeting
The Board passes resolutions (7 days' notice) to approve the interstate relocation and schedule an EGM for member approval of the MOA alteration.
Board NoticeBoard ResolutionEGM Scheduled
2
Step 2 · Min. 21 days' notice
EGM with Special Resolution
Members pass a Special Resolution (21 days' notice) approving the shifting and the alteration of the Memorandum of Association to reflect the new state jurisdiction.
EGM NoticeSpecial ResolutionMOA Alteration
3
Step 3 · Within 30 days
File Form MGT-14
File the Special Resolution with the ROC within 30 days, along with certified copies, the altered MOA, the explanatory statement, and professional certification.
MGT-14Altered MOAExplanatory StatementProfessional Certification
4
Step 4 · Publication & notices
Newspaper Publication & Stakeholder Notices
Publish in English and vernacular newspapers. Serve registered post notices to all debenture holders, creditors, and relevant regulatory bodies.
English & Vernacular NewspapersRegistered Post NoticesDebenture HoldersCreditors
5
Step 5 · Within 30 days of publication · Critical Step
Central Government Application (INC-23)
Submit Form INC-23 to the Central Government within 30 days of publication. Include KMP declarations certifying no default in payments to workmen, and employee retention assurances.
INC-23KMP DeclarationsWorkmen Payment CertificationEmployee Retention
6
Step 6 · 15 to 60 days
Central Government Approval
If there are no objections, approval comes within 15 days. If objections are raised, hearings are conducted and approval may take up to 60 days upon consensus.
No Objections: 15 DaysWith Objections: Up to 60 DaysHearings
7
Step 7 · Within 30 days
File Confirmation & New Registration
File Form INC-28 (Central Government order) and Form INC-22 within 30 days. The new ROC issues a fresh Certificate of Incorporation within 30 days, reflecting the new state jurisdiction.
INC-28INC-22Fresh Certificate of IncorporationNew ROC
Why Shift Your Office?

Common Reasons for Registered Office Change

Companies shift their registered office for a variety of strategic and operational reasons. Whatever the reason, the change has to be recorded correctly with the MCA — and the route depends on how far you are moving.

Not sure which of the four types applies to you? Tell us your current and proposed address and our team will map out the exact resolutions, forms and approvals you need.

Why Companies Shift
Lease ExpiryExpired or non-renewable lease agreements requiring relocation to new premises.
Mergers & RestructuringBusiness acquisitions, mergers, or corporate restructuring needs.
Business ExpansionExpansion requiring additional workforce capacity and larger office space.
Owned PropertyPurchase of company-owned property for long-term administrative convenience.
Operational EfficiencyProximity to key clients, business hubs and better operational efficiency.
Legal Framework

Governed by the Companies Act, 2013

Every registered office shifting must comply with the statutory provisions and rules laid down under the Companies Act — we stay compliant with Sections 12, 13 and 14 at every step.

§ 12
Section 12 — Registered Office
A registered office must be established within 30 days of incorporation.
Registered Office30 Days
§ 13
Section 13 — Memorandum of Association
Alteration of the Memorandum of Association is required when changing state jurisdiction.
MOA AlterationChange of State
§ 14
Section 14 — Articles of Association
Alteration of the Articles of Association is required where the shifting makes it necessary.
AoA AlterationWhere Required
Rules
Companies (Incorporation) Rules, 2014
Rules 25, 27, 28, 30 & 31 of the Companies (Incorporation) Rules, 2014 govern the procedure for shifting a registered office.
Rule 25Rule 27Rule 28Rule 30Rule 31
Documentation

Documents Required for ROC Shifting

A comprehensive checklist of the documents needed across all types of registered office shifting.

All Types
✓
Board Resolution & Minutes
Board meeting notice (minimum 7 days), certified minutes, and a copy of the resolutions passed for the shifting
✓
Property Documentation
Property deed (if owned), lease/rent agreement, owner's NOC, and utility bills not older than 2 months
✓
Form INC-22
Notice of situation of registered office — required for all types of shifting, within 15 days
Types 2, 3 & 4
✓
Form MGT-14
Filing of the Special Resolution with the ROC within 30 days, along with the EGM minutes
✓
EGM Notice & Special Resolution
Notice given at least 21 days before the meeting, with the Special Resolution passed by members
✓
Certified Copy & Explanatory Statement
Certification by a practicing CA, CS or CWA is mandatory
Types 3 & 4 · Approvals
✓
Form INC-23
Application to the Regional Director (Type 3) or Central Government (Type 4) for approval of the shifting
✓
Newspaper Publications
Advertisement in English and vernacular newspapers, with a 30-day notice period
✓
Creditor & Debenture Holder Lists
Complete list with amounts. Registered post notices must be served to all stakeholders
✓
Altered MOA & AoA (Type 4)
Certified Memorandum and Articles reflecting the new state jurisdiction — required for interstate shifting
✓
Form INC-28
Filed within 30 days of the Regional Director's or Central Government's order
Timeline Reference

Key Statutory Timelines

The notice periods and filing deadlines that apply to registered office shifting.

Board meeting notice to directors
Min. 7 days
EGM notice to members
Min. 21 days
Form MGT-14 filing after Special Resolution
Within 30 days
Form INC-22 filing (local shifting)
Within 15 days
Important Notice

Penalties for Non-Compliance

Under the Companies Act, 2013, failure to comply with the registered office shifting procedures can attract significant penalties.

Rs. 1,000 per day of default
The penalty accrues for every day the non-compliance continues.
Maximum cap of Rs. 1,00,000 (Rs. 1 Lakh)
The total penalty cannot exceed one lakh rupees under the Act.
Shifting blocked during investigations
Not permitted if any inquiry, inspection, or investigation has been initiated.
Mandatory post-shifting updates
The MOA, signage, banks, tax authorities, and all regulatory bodies must be updated.
Daily penalty
₹1,000
per day of non-compliance
Maximum cap
₹1 Lakh
total limit
Stay safe
File on Time
avoid penalties
Shifting is completely blocked if any inquiry, inspection, or investigation has been initiated against the company by regulatory authorities.

Not Sure Which Shifting Type You Need?

Our experts will assess your situation and recommend the right type of shifting based on your new office location and current registration. Our certified professionals ensure every step is completed on time, avoiding penalties and ensuring a smooth transition for your company.

FAQs

Frequently Asked Questions

Everything you need to know about shifting your registered office — answered by our compliance experts.

ROC Shifting refers to the process of changing the registered office address of a company as recorded with the Registrar of Companies (ROC) under the Ministry of Corporate Affairs. The registered office is the official legal address where all formal communications and notices are received.

There are four types: (1) within local limits — the same city, town or village, needing a Board Resolution and Form INC-22; (2) within the same state but outside local limits — needing a Special Resolution, Form MGT-14 and Form INC-22; (3) to a different ROC jurisdiction within the same state — needing Regional Director approval through Form INC-23; and (4) interstate relocation — needing Central Government approval, MOA alteration and newspaper publications. Each type has its own forms, approvals and timelines.

It depends on the type. Local shifting takes about 15 days; shifting within the same state (outside local limits) takes 30–45 days; shifting to a different ROC jurisdiction takes 60–90 days; and interstate relocation takes 90–180 days because Regional Director or Central Government approval is involved. Along the way, remember the statutory limits: at least 7 days' notice for the board meeting, at least 21 days' notice for the EGM, Form MGT-14 within 30 days of the Special Resolution, and Form INC-22 within 15 days.

Failure to comply with the registered office shifting procedures under the Companies Act, 2013 can attract a penalty of Rs. 1,000 per day of default, subject to a maximum of Rs. 1,00,000 (Rs. 1 Lakh). After the shifting, the MOA, signage, banks, tax authorities and all regulatory bodies must also be updated.

No. Shifting is not permitted if any inquiry, inspection or investigation has been initiated against the company by regulatory authorities. If you are unsure of your company's position, speak to our experts before planning the move.

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