Shifting of registered office within local limits of same city, village or town A registered office change is one of the most common ROC compliance events for a private limited company, public company, OPC, and Section 8 company. If you need to shift registered office within local limits, meaning you are doing a change registered office same city (within the same city, town, or village), the compliance workflow is simpler than shifting outside local limits or shifting to another ROC. Still, a registered office change must be executed with governance discipline: a board decision, correct documentation, and timely INC-22 filing with the Registrar of Companies (ROC). This guide gives you a complete, audit-ready workflow including board resolution for registered office change, document checklist, practical timelines, and common mistakes—updated for 2026 law and ROC practices.
A company’ registered office serves as its official address, which is recorded with government authorities. This address plays a crucial role in the company’ identity and is mentioned in Clause II of the Memorandum of Association (MOA). It is the designated location for receiving official communications, notices, and other legal documents. To ensure transparency and compliance with the Companies Act, 2013, it is important to understand the process involved when changing a registered office within the same city, town, or village.
Shifting of Registered Office Within Local Limits (Same City/Town/Village) A company’sregistered officeis its official address recorded with the Registrar of Companies (ROC). It is mentioned inClause II of the Memorandum of Association (MOA)and serves as the place where all statutory communications, notices, and legal documents are received. Under theCompanies Act, 2013, every company must register its office within 30 days of incorporation as per Section 12(2). When a company changes its registered office within the same city, town, or village (i.., within local limits and same ROC jurisdiction), it must comply with Section 12(4) and the applicable rules.
Even though shifting within local limits is comparatively simpler, it is still a regulated compliance event requiring timely filing and proper documentation. What “Registered Office Change Within Local Limits” Means Aregistered office change within local limitsrefers to: Shifting from one address to another within the same city/town/village. Shifting from one address to another within the same city/town/village. No change in ROC jurisdiction.
No special resolution required solely due to movement within local limits. Common scenarios include: Relocating from co-working space to owned premises Relocating from co-working space to owned premises Lease expiry and nearby relocation Lease expiry and nearby relocation Consolidation of offices Consolidation of offices Correcting mismatch between MCA records and actual location Correcting mismatch between MCA records and actual location However,ROC intimation is mandatoryin all cases. Legal Framework Key compliance provisions: Section 12(4)– Notice of change must be filed with ROC within 30 days. Section 12(4)– Notice of change must be filed with ROC within 30 days.
Section 12(5)– Special resolution required only if shifting outside local limits. Companies (Incorporation) Rules, 2014 (Rule 27)– Filing of Form INC-22 for change. Section 12(9)– ROC may physically verify registered office. Penalty– ₹1,000 per day (maximum ₹1,00,000) for default.
When Special Resolution is NOT Required For a shift within the same city/town/village: Board Resolution required Board Resolution required INC-22 filing required INC-22 filing required Special Resolution not required (if within local limits and same ROC jurisdiction) Special Resolution not required (if within local limits and same ROC jurisdiction) Special resolution is required only if shifting: Outside local limits, or Outside local limits, or Involving change of ROC within the same State Involving change of ROC within the same State Step-by-Step Procedure for Registered Office Change Step 1: Validate Local Limits Confirm: Old and new address are within same city/town/village Old and new address are within same city/town/village ROC jurisdiction remains unchanged ROC jurisdiction remains unchanged Step 2: Fix Effective Date Determine the date from which the company starts operating at the new address. Filing timeline runs from this date. Step 3: Convene Board Meeting Issue notice to directors and pass Board Resolution approving: Shifting within local limits Shifting within local limits New registered office address New registered office address Authorization to file Form INC-22 Authorization to file Form INC-22 Draft Board Resolution (Within Local Limits) “RESOLVED THATpursuant to Section 12 of the Companies Act, 2013 and applicable rules, the registered office of the Company be shifted within local limits from: [Old Address with PIN]to[New Address with PIN] with effect from [Effective Date].
RESOLVED FURTHER THATMr./Ms.
[Name], Director/CS, be authorized to file Form INC-22 and take necessary actions. RESOLVED FURTHER THATthe new address be updated on name board, letterheads, statutory registers, and official records.” Step 4: File -Form INC-22 File within30 daysof change. File within30 daysof change. Attach prescribed documents.
Ensure consistent address format across documents.