Change of Registered Office of a Company

Every change of a company's registered office is notified to the Registrar in Form INC-22 within 30 days of the change (section 12(4) of the Companies Act, 2013 and rule 27 of the Companies (Incorporation) Rules, 2014). INC-22 carries proof of the new premises (rule 25(2)). That is the registered title deed in the company's name, or a notarised lease or rent agreement with a rent receipt not older than one month. It also carries the owner's authorisation with proof of ownership, and a utility bill in the owner's name not older than two months. A move within the local limits of the same city, town or village needs only a board resolution. A move outside those limits needs a special resolution (section 12(5)), filed in MGT-14 within 30 days (section 117).

When a move is between the jurisdictions of two Registrars in the same State, it also needs the Regional Director's confirmation (proviso to section 12(5) and rule 28). That step does not arise within Karnataka, because RoC Bengaluru's jurisdiction is the whole State of Karnataka, as MCA's notifications for the Registrars record (for example S.O. 698(E) dated 10 February 2026). A company moving from Bengaluru to Mysuru, Mangaluru or Hubballi therefore needs the special resolution, MGT-14 and INC-22, and nothing more. The Registrar may physically verify the new office (section 12(9) and rule 25B), so the name board and the premises should be in place when the change is filed (section 12(3)).

A move to another State alters the memorandum and needs a special resolution and the approval of the Regional Director (section 13(4), with the power delegated by S.O. 4090(E) dated 19 December 2016). For a company in Karnataka, that is now the Regional Director, South-Western Region, at Bengaluru (S.O. 4852(E) dated 23 October 2025, as amended). The application in INC-23 carries a list of creditors and debenture holders and an undertaking that no employee will be retrenched. An advertisement in Form INC-26 appears, not more than 30 days before filing, in a vernacular newspaper in the district and an English newspaper circulating in the State. Notices go to every creditor and debenture holder, and the Chief Secretary of the State is served with a copy of the application (rule 30). If no objection is received, the order is passed within 15 days; otherwise there is a hearing and an order within 60 days of the application (rules 30(7) and 30(8)). A pending inquiry, inspection, investigation or prosecution bars the shift (rule 30(9)). The certified copy of the order is filed in INC-28 within 30 days, and the Registrar of the new State issues a fresh certificate of incorporation (section 13(7) and rule 31).