Companies move — cheaper premises, a new city, a founder's relocation — but the registered office moves only by procedure, and the procedure scales with distance: a board resolution for the same city, member approval within the state, and a Regional Director's blessing to cross state lines. Skipping steps leaves you legally resident where you no longer are — with notices, summons and GST verifications arriving at an address nobody watches. Here are the four scenarios and their exact paths.
Scenario 1: Within the same city/town/village
- Board resolution approving the shift
- INC-22 within 30 days with the new address proofs (utility bill ≤2 months, NOC, rent agreement as applicable)
- That's the whole company-law journey — the update checklist below still applies
Scenario 2: Same ROC, different city (within the state)
Moving Lucknow → Kanpur (both under ROC Kanpur/UP jurisdictional structures): add a special resolution (EGM or postal ballot) to the board resolution — filed via MGT-14 — then INC-22 with proofs. Where a state has two ROCs (Maharashtra, Tamil Nadu), moving between ROC jurisdictions within the state adds the RD-approval layer (INC-23 style process) similar to interstate shifts — a niche but real trap for Mumbai→Pune style moves.
Scenario 3: Interstate — the full procedure
- Special resolution (MGT-14) authorising the shift and the MOA's registered-office clause alteration
- Application to the Regional Director in INC-23 — with advertisement of the shift (INC-26 newspaper notices in English + vernacular), notice to creditors/debenture holders, and service on the ROC and affected authorities
- Objection window: creditors and regulators may object (the RD process exists to protect them); genuine dues should be settled or secured before filing
- RD order confirms; file the order in INC-28, then INC-22 — the new state's ROC issues a fresh certificate reflecting the shift
- Timeline: 2–4 months uncontested; longer with objections. Note: shifts are blocked while inquiries/inspections/prosecutions pend
RD applications state reasons — administrative convenience, operational consolidation, cost. Shifts that look like escaping creditors or regulators attract objections and rejection; shifts with clean books, settled dues and business logic sail. Prepare the creditor list and no-objection posture before you advertise.
The post-change update checklist (every scenario)
The company-law filing is a third of the work. Update systematically: tax — PAN/TAN address, GST amendments (new state = new GSTIN with full migration mechanics: fresh registration, ITC considerations, old-state closure), income-tax portal; banking — accounts, cheque books, lender records (and charge filings where security documents reference the address); licences — every registration bearing the address (IEC, FSSAI, S&E, trade licences at operational sites are separate matters, but head-office-linked registrations follow); stationery and display — letterheads, invoices, website, nameplates (display duties re-attach at the new address); and counterparties — customers/vendors for GST-correct invoicing, and the registered-address clauses in live agreements. Run it as a checklist with dates; scattered updates are how one forgotten licence carries a dead address into a penalty.
How Aidwish helps
Aidwish executes office shifts end to end — scenario mapping, resolutions and RD process management (advertisements, creditor handling), the INC filings, and the full post-change update sweep including GST migrations — so the company's paper trail moves the day the furniture does.