Company Registered Office Change: Inter-State, Inter-ROC and Local Shifting Procedures (INC-22)

Under Section 12 of the Companies Act, 2013, every incorporated company must maintain a registered office capable of receiving and acknowledging all communications and notices.

As businesses expand, relocate to larger corporate facilities, or shift headquarters across economic hubs (e.g. relocating from Technopark Trivandrum to Infopark Kochi, or moving inter-state to Bangalore or Mumbai), company secretarial procedures must be strictly adhered to.

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The procedural complexity and documentation required depend entirely on the jurisdiction of the move:

This is the most common relocation scenario (e.g. moving to a new office suite within Trivandrum or within Kochi):

1. Convene a Board Meeting: Pass a resolution approving the shifting of the registered office from the old address to the new address.
2. Execute Lease and Secure Owner NOC: Execute the commercial lease deed and obtain an explicit NOC signed by the legal property owner.
3. Assemble Address Evidence: Obtain the latest KSEB electricity bill, municipal property tax receipt, or land telephone bill (not older than 2 months).
4. Mandatory Photographic Proof: MCA V3 rules mandate uploading two photographs:

• External photograph showing the building entrance with the company's official name board displaying its legal name, CIN, registered office address, and email;
• Internal photograph showing the office workspace with at least one director present.

1. File e-Form INC-22: Submit the form with digital signatures (DSC) of a director and professional certification by a CA, CS, or CMA in practice.

Relocating a corporate headquarters across state boundaries (e.g. from Kerala to Karnataka) involves altering Clause II (Situation Clause) of the Memorandum of Association (MOA):

• Shareholder Special Resolution: Passed with a 75% majority vote and filed via Form MGT-14.
• Public Advertisement (Form INC-26): Publish notice of the proposed move in one English daily and one vernacular newspaper circulated in the district of the current registered office.
• Individual Notices to Creditors & Debenture Holders: Serve written notices to all financial and trade creditors, giving 21 days to register objections.
• Petition to Regional Director (Form INC-23): Submit a formal petition justifying the economic reasons for the relocation and demonstrating that employee interests and state revenue collection are not prejudiced.
• RD Confirmation (Form INC-28): File the certified copy of the Regional Director's approval order with both the originating and receiving ROCs within 30 days.

Once Form INC-22 is approved by the ROC:

• Update the company name board, stationery, invoices, and letterheads to reflect the new address and CIN.
• File a core field amendment on the GST portal within 15 days of the change.
• Update corporate bank account records, net banking portals, and loan facility agreements.
• Amend registration records under the Kerala Shops and Commercial Establishments Act.

For hassle-free registered office changes and MCA filings, consult the D BIZ Secretarial Team.