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
Under Indian corporate law, the shifting of a company's registered office is governed by Section 12 (intra-state and local limits) and Section 13(4) (inter-state alteration of MOA Situation Clause) of the Companies Act, 2013, read with Rules 25, 27, 28, and 30 of the Companies (Incorporation) Rules, 2014. For shifting within the local limits of the same city, town, or village, only a Board Resolution is required under Section 12(5)(a). Shifting outside local limits within the same RoC requires a Special Resolution passed at an EGM (filed via Form MGT-14). Shifting between two RoCs in the same State (e.g. Mumbai to Pune) requires Regional Director (RD) approval via Form INC-23 and newspaper notice in Form INC-26. Inter-state shifting additionally requires altering Clause II of the MOA and obtaining Central Government / RD confirmation. All shifts mandate filing e-Form INC-22 within 30 days with Rule 25(2) geo-tagged photos, failing which daily penalties of ₹1,000/day apply under Section 12(8). Limited Liability Partnerships follow Section 13 of the LLP Act, 2008 and e-Form 15.
The procedural complexity, approvals, and MCA forms vary strictly according to the geographic scope of shifting under Section 12 and Section 13.
| Shifting Scope | Governing Law | Approvals Required | MCA e-Forms | Newspaper Notice (INC-26) | CIN Change? |
|---|---|---|---|---|---|
| 1. Within Same City / Town / Village (Local Limits) | 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, e.g. Mumbai ↔ Pune) | 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) |
Detailed secretarial workflow for company secretaries, directors, and compliance officers.
Section 12(5)(a) & Rule 25: The simplest shifting category. Does not require shareholder approval, EGM, or MGT-14.
Section 12(5) & Rule 25: When moving to another city or village under the same RoC jurisdiction.
Section 12(5) Second Proviso & Rule 28: Applies in Maharashtra (Mumbai ↔ Pune) and Tamil Nadu (Chennai ↔ Coimbatore).
Section 12 & Section 13(4) read with Rule 30: Requires altering Clause II (Situation Clause) of the Memorandum of Association.
Governed by Section 13 of the Limited Liability Partnership Act, 2008 read with Rule 17 of the LLP Rules, 2009.
Unlike companies that file Form INC-22, an LLP changes its registered office by filing e-Form 15 (Notice for change of place of registered office) with the Registrar of Companies within 30 days.
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 physically present.
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.
Actionable tasks following the approval of Form INC-22 by the Registrar of Companies.
Submit formal Bank Intimation Letter printed on company letterhead enclosing certified Board Resolution, INC-22 challan, and new address proof.
For listed companies, intimate BSE/NSE within 24 hours of Board approval, EGM shareholder results, and receipt of RD confirmation order.
Update new address, CIN, phone, email, and website on all official letterheads, billheads, invoices, notices, and website footers.
Update registered address on EPFO, ESIC, Professional Tax, Shops & Establishments, PAN/TAN databases, and DGFT (IEC portal).
If any default is made in complying with the requirements of Section 12, the company and every officer who is in default shall be liable to a penalty of ₹1,000 for every day during which the default continues, but not exceeding ₹1,00,000. Furthermore, delay beyond 30 days triggers stepped-up MCA additional fees under Section 403 (up to 18 times standard filing fees). Crucially, failure to notify registered office renders any legal notices served at the previous address legally binding on the company under Section 20 of the Act.
Under the erstwhile Companies Act, 1956, registered office changes were notified via Form 18. In 2014, the Ministry of Corporate Affairs replaced Form 18 with e-Form INC-22, introducing strict verification safeguards including Rule 25(2) geo-tagged name board photographs to curb shell companies. In international jurisdictions:
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.
Shifting of registered office is governed primarily by Section 12 and Section 13 of the Companies Act, 2013. Section 12(5)(a) applies to shifting within the local limits of the same city (requiring only a Board Resolution). Section 12(5) applies to shifting outside local limits within the same State & RoC (requiring a Special Resolution). Section 12(5) second proviso and Rule 28 apply to shifting between different RoCs in the same State (requiring Regional Director approval). Section 13(4) and Rule 30 apply to inter-state shifting (requiring alteration of MOA Situation Clause II and Regional Director confirmation).
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 destination ROC. The RoC issues a fresh Certificate of Incorporation with a new CIN reflecting the new state code.
For shifting within the local limits of the same city/town/village under Section 12(5)(a), passing a resolution by circulation under Section 175 of the Companies Act, 2013 is legally permissible, provided the draft resolution is circulated to all directors with necessary papers. However, for shifting outside local limits or to another State, convening a formal Board Meeting (physical or via video conferencing) is standard secretarial practice because the Board must approve the EGM notice, explanatory statement under Section 102, and fix the date, time, and venue of the members' meeting.
Under Section 13 of the Limited Liability Partnership Act, 2008 read with Rule 17 of the LLP Rules, 2009: (1) Obtain consent of all partners (or as specified in the LLP Agreement) and consent of secured creditors; (2) For intra-city shifting, file e-Form 15 with RoC within 30 days; (3) For inter-state shifting, publish a notice in one English daily and one vernacular daily newspaper in the district of the current office at least 21 days before filing Form 15; (4) File e-Form 15 with destination RoC; and (5) Execute a Supplementary LLP Agreement and file Form 3 within 30 days.
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).
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.
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.
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.
Under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed company must inform the stock exchanges (BSE/NSE) about the proposal to shift its registered office within 24 hours of the Board meeting, and provide prompt disclosure upon receiving approval from shareholders (EGM) and confirmation orders from the Regional Director (RD).
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.
Under MCA rules, Form GNL-1 is used for filing applications to the Registrar of Companies or Regional Director where no specific e-Form is prescribed (though Form INC-23 is now the dedicated form for RD applications). Form GNL-2 is used for filing documents with the Registrar such as list of creditors or special prospectus attachments. In contemporary practice, Form INC-23 directly houses the RD petition attachments.
Under the erstwhile Companies Act, 1956, shifting of registered office was notified to the Registrar of Companies using Form 18 (Notice of situation or change of situation of registered office). Under the Companies Act, 2013, Form 18 was superseded by e-Form INC-22.
In India, registered office change is governed by MCA under Section 12 & 13 of the Companies Act 2013 via e-Form INC-22. In the UK, companies file Form AD01 with Companies House. In Singapore, companies file change of address via ACRA BizFile within 14 days. In the United States, companies file an Amendment to Registered Agent / Office with their respective Secretary of State (e.g. Delaware Division of Corporations, Texas Secretary of State, or Georgia Corporations Division).