How long does a company have to file the address change with the RoC?

A company must file Form INC-22 with the Registrar of Companies within 15 days if the change is within the same city, or within 30 days if the change involves a different city or state, as per the Companies Act, 2013.

Is Regional Director approval always required for an address change?

No, Regional Director approval is required only when the registered office is moved to a different state. Changes within the same city or state do not require RD approval but may require a special resolution.

What penalties apply for late filing of an address change?

Late filing can attract penalties up to ₹1,00,000 under Section 12 of the Companies Act, 2013, along with additional daily fines until the default is rectified.

Can a company change its registered office without member approval?

Yes, if the change is within the same city, only a board resolution is required. For changes beyond the city level, member approval via a special resolution is mandatory.

Change in Private Limited Company Address – Scenarios & Complete Procedure Guide

Changing the registered address of a Private Limited Company is a mandatory process governed by the Companies Act, 2013. It involves notifying the Registrar of Companies (RoC) within prescribed timelines, with procedures differing based on whether the change is within the same city, to another city within the same state, or to a different state altogether. Non-compliance can lead to penalties and operational delays.

Quick-Facts

The Companies Act, 2013 mandates address change notification within 15 to 30 days.
Form INC-22 is used to notify the RoC about the change of registered office.
Penalties for late filing can be up to ₹1,00,000 under Section 12 of the Companies Act.
Change of address within the same city requires only Board resolution and filing of INC-22.
Change to another state requires approval from the Regional Director (RD) via a special resolution.
The Ministry of Corporate Affairs (MCA) portal is the official platform for filing related forms.
Delays in address updates can impact legal notices, tax filings, and bank operations.

What are the different scenarios for changing a Private Limited Company’s registered address?

There are three main scenarios for changing a company’s registered address: within the same city, to a different city within the same state, and to a different state entirely. Each scenario has distinct procedural requirements under the Companies Act, 2013.

Within the Same City: The company can change its registered office without altering the jurisdiction of the RoC. This process requires a board resolution and filing Form INC-22.
To a Different City within the Same State: This requires approval from the company’s members via a special resolution and filing Form INC-22 with the RoC.
To a Different State: This involves a more complex process, including passing a special resolution, applying to the Regional Director for approval, and filing Form INC-22 and other prescribed documents.

How does changing the registered office address impact business decisions?

Changing the registered office address affects legal jurisdiction, tax compliance, and communication channels, and can influence contract enforcement and regulatory oversight.

The registered office is the official address for all statutory communications. A change can alter the jurisdiction of legal matters and the applicable tax authorities. For example, moving to another state may subject the company to different state laws and tax regimes, requiring adjustments in compliance and operational processes. Additionally, delays in updating records can disrupt the receipt of legal notices, impacting business continuity.

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What are the procedural steps for changing a company’s registered office within the same city?

The company must pass a board resolution, notify the RoC by filing Form INC-22 within 15 days, and update the address on all statutory registers and documents. No special resolution or RD approval is required.

Stepwise procedure:

Convene a board meeting to approve the change.
File Form INC-22 with the RoC within 15 days of the move.
Update the registered office address on the company’s letterhead, statutory registers, and official documents.
Inform other stakeholders, such as banks and tax authorities.

This process is simpler as the jurisdiction of the RoC remains unchanged.

What additional approvals are required when shifting the registered office to another city within the same state?

The company must pass a special resolution in a general meeting and file Form MGT-7 (Annual Return) and Form INC-22 with the RoC. No Regional Director approval is necessary.

The procedure includes:

Giving 21 days notice for a general meeting to pass a special resolution.
Filing the special resolution with the RoC.
Filing Form INC-22 within 30 days of passing the resolution.
Updating all statutory records and informing relevant authorities.

This ensures member consent for the relocation within the same state.

What is the procedure and legal requirement to change the registered office to a different state?

Section 12 of the Companies Act, 2013, mandates the timely filing of Form INC-22. Non-filing or late filing can result in:

Monetary penalties levied by the RoC.
Potential prosecution of company officers.
Disruptions in receiving official correspondence, leading to missed compliance deadlines.
Operational challenges such as frozen bank accounts and delayed tax refunds.

Timely compliance safeguards the company’s legal standing and operational efficiency.

How should companies communicate the address change to stakeholders?

Companies must update all statutory documents, notify tax authorities, banks, suppliers, customers, and publish the change in official records. Transparent communication avoids operational disruptions.

After RoC filing, companies should:

Update address on PAN, GST, and other tax registrations.
Inform banks to update KYC and account details.
Notify vendors, clients, and service providers through official communication.
Update company websites, letterheads, and contracts.

This prevents confusion and ensures smooth business operations.

Comparative Table: Address Change Scenarios and Procedures for Companies in India

Scenario	Required Resolution	RoC Filing Form(s)	RD Approval	Public Notice	Timeline for Filing	Penalty for Delay
Within the Same City	Board Resolution	INC-22	No	No	15 Days	Up to ₹1,00,000 + daily fine of ₹500
Different City, Same State	Special Resolution	INC-22	No	No	30 Days	Up to ₹1,00,000 + daily fine of ₹500
Different State	Special Resolution	INC-22, INC-23	Yes	Yes	30 days	Up to ₹1,00,000 + daily fine of ₹500

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Expert Strategic Analysis

From our experience, the address change process is often underestimated in complexity, especially when moving across state boundaries. Founders frequently overlook the need for RD approval and public notices, resulting in prolonged delays and penalties. Strategic planning is essential: companies should initiate the process well before operational relocation to coordinate statutory compliance, tax registrations, and stakeholder communication. Moreover, integrating address change into broader business restructuring can optimize tax benefits and jurisdictional advantages. Failing to treat an address change as a critical compliance event risks legal complications and operational disruptions that can hinder growth momentum.Read moreRead less

Conclusion

If you are a founder or director planning to change your Private Limited Company’s registered office, early and accurate compliance with the prescribed procedures is essential. Engage with a professional service such as Taxlegit, specialising in private limited company registration and compliance, to ensure a smooth transition without penalties or delays. Visit our website or consult our dedicated expert today.

Change in Private Limited Company Address: Know Its Different Scenarios and Procedures