Draft and download certified Board Resolutions, Special Resolutions, Section 102 Explanatory Statements, Form INC-26 newspaper notices, and Bank Intimation Letters across all 4 shifting scopes under Indian corporate law.
The resolution text, statutory roadmaps, and required approvals will automatically adapt to your chosen legal scope.
Formatted with ICSI SS-1 secretarial standards, statutory verification recitals, and address comparisons.
CIN: U72900DL2024PTC999999
Registered Office: 101, Old Business Hub, Barakhamba Road, Connaught Place, New Delhi - 110001
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
HELD ON 15/09/2026 AT 11:00 A.M. AT 101, Old Business Hub, Barakhamba Road, Connaught Place, New Delhi - 110001
DIRECTORS PRESENT:
1. Shri A. K. Sharma (Director & Chairperson, DIN: 09999999) 2. Smt. Priya Verma (Director, DIN: 08888888) 3. Shri Vikram Mehta (Director, DIN: 07777777)
CHAIRPERSON: Shri A. K. Sharma, Director, took the Chair.
"RESOLVED THAT pursuant to the provisions of Section 12(5)(a) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 25 and Rule 27 of the Companies (Incorporation) Rules, 2014 and the Articles of Association of the Company, the consent and approval of the Board of Directors be and is hereby accorded to shift the Registered Office of the Company from:
FROM: 101, Old Business Hub, Barakhamba Road, Connaught Place, New Delhi - 110001
TO: Plot No. 99, Sample Commercial Tower, Phase II, Okhla Industrial Area, New Delhi - 110020
Effective Date: 15/09/2026 • Within same city limits
RESOLVED FURTHER THAT the No Objection Certificate (NOC) received from the owner of the new premises together with the latest electricity bill (not older than 2 months) and rent agreement be and are hereby accepted as conclusive proof of right to use the premises.
RESOLVED FURTHER THAT Sample Director (Authorised Signatory), Director (DIN: 09999999) and/or CS Sample Sharma, Company Secretary (Membership No.: A99999) be and are hereby severally authorized to digitally sign, certify, and file e-Form INC-22 with the Registrar of Companies within 30 days.
RESOLVED FURTHER THAT the Company arrange to affix the Company's Name and Registered Office Address in legible letters outside and inside the premises in English and the local language as mandated under Section 12(3)(a), arrange geo-tagged photographs under Rule 25(2), file Form GST REG-14 within 15 days, and intimate banking partners."
CERTIFIED TRUE COPY
For SAMPLE COMMERCIAL VENTURES PRIVATE LIMITED
Sample Director (Authorised Signatory)
Director / Authorised Signatory (DIN: 09999999)
Date: 15/09/2026
For SAMPLE COMMERCIAL VENTURES PRIVATE LIMITED
Shri A. K. Sharma
Chairperson / Director
The procedural complexity, approvals, and MCA forms vary strictly according to the geographic scope of shifting.
| Shifting Scope | Governing Law | Approvals Required | MCA e-Forms | Newspaper Notice (INC-26) | CIN Change? |
|---|---|---|---|---|---|
| 1. Within Same City / Town / Village | Sec 12(5)(a), Rule 25 & 27 | Board Resolution only | INC-22 (within 30 days) | Not Required | No Change |
| 2. Outside Local Limits (Same RoC & State) | Sec 12(5), Rule 25 & 27 | Board Res. + Special Res. (EGM) | MGT-14 + INC-22 | Not Required | No Change |
| 3. Different RoC (Same State) | Sec 12(5) 2nd Proviso, Rule 28 | Board + Special Res. + Regional Director (RD) | MGT-14 + INC-23 + INC-28 + INC-22 | Mandatory (14 days before hearing) | No Change |
| 4. From One State to Another State (Inter-State) | Sec 12, Sec 13(4), Rule 30 | Board + Special Res. (MOA Clause II) + Central Govt / RD Order | MGT-14 + INC-23 + INC-28 + INC-22 | Mandatory (English & Vernacular Daily) | Yes (New CIN & Fresh COI) |
Under Section 12(5), Form INC-22 must be submitted to the Registrar within 30 days. Failure attracts daily penalties under Section 12(8) of ₹1,000 per day (up to ₹1,00,000) and heavy additional late fees.
Form INC-22 strictly requires 2 photographs: (1) Building exterior showing company name board with CIN, address, and email in English and local language; (2) Interior view showing at least one Director or KMP.
Within 15 days of registered office shifting, companies must file an Amendment of Core Fields in Form GST REG-14 on the GST portal using approved Form INC-22 and latest utility bills.
Statutory answers verified under Companies Act, 2013 and ICSI Secretarial Standards.
Under Section 12(5)(a) of the Companies Act, 2013 read with Rule 25 and Rule 27 of the Companies (Incorporation) Rules, 2014, a company can change its registered office within the local limits of the same city, town, or village simply by passing a Board Resolution at a duly convened Board meeting. The resolution approves shifting from the existing address to the new address, notes the proof of address (utility bill < 2 months old) and NOC from the landlord, and authorizes a Director or Company Secretary to file e-Form INC-22 with the ROC within 30 days.
No. Under Section 12(5)(a) of the Companies Act, 2013, shareholder approval (whether Ordinary or Special Resolution) is NOT required if the new registered office is located within the local limits of the same city, town, or village. Only a Board Resolution is required. Shareholder approval via Special Resolution (and Form MGT-14) is only mandatory if the office is shifted outside the local limits of the existing city/town/village under Section 12(5).
Under Section 12(5) of the Companies Act, 2013: (1) Pass a Board Resolution approving shifting subject to members' approval and convene an EGM; (2) Pass a Special Resolution (75% majority) at the EGM; (3) File e-Form MGT-14 with the ROC within 30 days of passing the Special Resolution; and (4) File e-Form INC-22 within 30 days of actual shifting with Landlord NOC, utility bills, and the Special Resolution.
Applicable in States having more than one RoC jurisdiction (e.g. Maharashtra: Mumbai vs Pune; Tamil Nadu: Chennai vs Coimbatore). Under Section 12(5) second proviso read with Rule 28: (1) Pass Board Resolution; (2) Pass Special Resolution at EGM and file Form MGT-14; (3) File an Application in e-Form INC-23 to the Regional Director (RD); (4) Publish public notice in Form INC-26 in an English daily and vernacular daily newspaper at least 14 days before hearing; (5) Obtain RD confirmation order; (6) File Form INC-28 within 60 days of order; and (7) File Form INC-22 with ROC within 30 days of INC-28.
Inter-state shifting falls under Section 12(5) and Section 13(4) of Companies Act, 2013 read with Rule 30. It requires altering Clause II (Situation Clause) of the Memorandum of Association (MOA): (1) Board Resolution approving shifting and MOA alteration; (2) Special Resolution passed at EGM and Form MGT-14 filed within 30 days; (3) Preparation of list of creditors verified by affidavit of Directors and auditor certificate; (4) Petition in e-Form INC-23 to Regional Director; (5) Publication of Notice in Form INC-26 in English and vernacular newspapers; (6) Service of notices to all creditors, RoC, and State Chief Secretary; (7) Filing Regional Director confirmation order in Form INC-28 within 30 days; and (8) Filing Form INC-22 with ROC. The RoC issues a fresh Certificate of Incorporation with a new CIN reflecting the new state code.
Yes. In India, digits 7 and 8 of the 21-digit Corporate Identification Number (CIN) indicate the State of registration (e.g., DL for Delhi, MH for Maharashtra, KA for Karnataka, TN for Tamil Nadu). When a company shifts its registered office to a new State, the Registrar of Companies in the destination State issues a fresh Certificate of Incorporation with an updated CIN reflecting the new two-letter state abbreviation.
Form INC-22 (Notice of situation or change of situation of registered office) must be filed with the Registrar of Companies (ROC) within 30 days of passing the Board Resolution (for same-city) or within 30 days of registration of Form INC-28 (for RD approvals). Failure to file within 30 days attracts additional late filing fees and penalty under Section 12(8).
You can download the official MCA-compliant Board Resolution format in editable Microsoft Word (.docx) and printable PDF format directly from this page using the 1-click download buttons above. You can choose from all 4 shifting scopes (Same City, Outside Local Limits, Different RoC, or Inter-State) to generate an exact certified true copy with meeting particulars.
Mandatory attachments under Rule 25(2) and Rule 27 include: (1) Certified True Copy of Board Resolution (or Special Resolution where applicable); (2) Registered Title Deed (if company-owned) or Lease/Rent Agreement along with rent receipt; (3) Utility Bill (electricity/telephone/gas bill in owner’s or company’s name not older than 2 months); (4) No Objection Certificate (NOC) from property owner; (5) Two geo-tagged photographs: one exterior showing company name board with CIN/address in English and local language, and one interior showing at least one Director/KMP inside the office; and (6) List of other companies sharing the same address (if any).
Under Rule 25(2) of the Companies (Incorporation) Rules, 2014, two photographs are strictly mandatory: (1) Exterior Photograph showing the outside of the building and the company’s name board displaying Company Name, CIN, Registered Office Address, and Email ID in both English and local vernacular language; (2) Interior Photograph of the office room with at least one Director or Key Managerial Personnel (KMP) physically present inside.
When the registered office changes, companies must submit a formal intimation letter printed on company letterhead to their bank branch manager. The letter states the resolution date, old address, new address, current account number, and encloses: (1) Certified True Copy of Board Resolution; (2) Copy of Form INC-22 along with MCA Challan / SRN acknowledgment; (3) Address proof (Electricity Bill / Rent Agreement); and (4) Company PAN card copy. You can generate and download this letter in Word (.docx) format under the Bank Intimation Letter tab on this page.
Under GST law, if shifting within the same State, you must file an Amendment of Core Fields in Form GST REG-14 on the GST portal within 15 days of the effective change. If shifting to a different State, you must obtain a fresh GST registration (new GSTIN with the destination state code) and cancel/surrender the existing GSTIN in the origin state once operations cease.
If a company fails to maintain or notify the change of registered office within 30 days under Section 12, the company and every officer who is in default are liable to a penalty of ₹1,000 for every day during which the default continues, but not exceeding ₹1,00,000. Additionally, delayed filing attracts stepped-up MCA additional fees (up to 18 times normal filing fee) under Section 403.
Form INC-26 is the statutory notice published in newspapers when shifting registered office from one RoC to another RoC in the same state (under Rule 28) or from one State to another State (under Rule 30). It must be published in one English daily and one principal vernacular daily newspaper in the district where the registered office is situated at least 14 days before the hearing before the Regional Director, inviting objections from creditors and the general public.
Under Section 12(3)(c) of the Companies Act, 2013, the company must print its new registered office address along with its CIN, telephone number, email ID, and website address on all business letters, billheads, letter papers, notices, invoices, official publications, and on the home page / footer of its official website.
Yes, a private limited company can use a residential property as its registered office, provided: (1) The owner gives a signed No Objection Certificate (NOC); (2) Latest utility bill (electricity/gas/water) not older than 2 months is available; and (3) The property has a visible name board displaying company name, CIN, and address as required by Section 12(3).