Board Resolution for Change of Registered Office — Format 2026
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF {{company_name}} HELD ON {{meeting_date}} AT {{meeting_place}}
CIN: {{cin}}
Registered Office: {{registered_office}}
- Use only the variant that applies — Variant A (within the local limits of the same city, town or village), Variant B (outside those local limits, same Registrar) or Variant C (to the jurisdiction of another Registrar in the same State) — and delete the others before issuing the certified copy.
SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY
VARIANT A — WITHIN THE LOCAL LIMITS OF THE SAME CITY, TOWN OR VILLAGE [Section 12(4)]
"RESOLVED THAT pursuant to Section 12 of the Companies Act, 2013 read with Rule 27 of the Companies (Incorporation) Rules, 2014, the registered office of the company be and is hereby shifted from {{registered_office}} to {{new_registered_office}}, being a place within the local limits of the same city / town / village, with effect from {{shift_effective_date}}.
RESOLVED FURTHER THAT {{authorised_person}} be and is hereby authorised to sign and file the notice of change of situation of the registered office in Form INC-22 with the Registrar of Companies within thirty days of the change, together with the proof of the new address, the utility bill, the no-objection of the owner and the other attachments required, and to do all such acts, deeds and things as may be necessary to give effect to this resolution."
VARIANT B — OUTSIDE THE LOCAL LIMITS, WITHIN THE SAME STATE AND THE SAME REGISTRAR [Section 12(5)]
"RESOLVED THAT pursuant to Section 12(5) of the Companies Act, 2013 read with Rule 27 of the Companies (Incorporation) Rules, 2014, and subject to the approval of the members by special resolution, the registered office of the company be shifted from {{registered_office}} to {{new_registered_office}}, being a place outside the local limits of the city / town / village in which the registered office is presently situated but within the same State and within the jurisdiction of the same Registrar of Companies, with effect from {{shift_effective_date}} or such later date as the members may approve.
RESOLVED FURTHER THAT an Extraordinary General Meeting of the members of the company be convened on ____________ at ____________ at ____________ [time and venue] to consider and, if thought fit, pass the following resolution as a Special Resolution, and that the draft notice of the meeting with the explanatory statement under Section 102, as placed before the Board, be approved and issued to the members, directors and auditors under the signature of {{authorised_person}}:
'RESOLVED THAT pursuant to Section 12(5) of the Companies Act, 2013, the consent of the members be and is hereby accorded to shift the registered office of the company from {{registered_office}} to {{new_registered_office}}, and that the Board of Directors be authorised to do all acts necessary to give effect to this resolution.'
RESOLVED FURTHER THAT {{authorised_person}} be and is hereby authorised to file the special resolution in Form MGT-14 within thirty days of its passing, and thereafter the notice of change in Form INC-22 within thirty days of the change, and to do all such acts, deeds and things as may be necessary to give effect to this resolution."
VARIANT C — FROM ONE REGISTRAR TO ANOTHER WITHIN THE SAME STATE [proviso to Section 12(5); Rule 28]
"RESOLVED THAT pursuant to Section 12(5) of the Companies Act, 2013 read with Rule 28 of the Companies (Incorporation) Rules, 2014, and subject to the approval of the members by special resolution and the confirmation of the Regional Director, ____________ Region, the registered office of the company be shifted from {{registered_office}}, within the jurisdiction of the Registrar of Companies, ____________, to {{new_registered_office}}, within the jurisdiction of the Registrar of Companies, ____________, in the same State.
RESOLVED FURTHER THAT an Extraordinary General Meeting be convened as set out in Variant B to pass the special resolution, and that upon its passing an application in Form INC-23 be made to the Regional Director for confirmation, accompanied by this Board resolution, the special resolution, the declaration by the key managerial personnel or any two directors authorised by the Board that the company has not defaulted in payment of dues to its workmen and has the consent of its creditors for the proposed shifting or has made provision for payment, the declaration not to seek a change in the jurisdiction of the court where prosecution cases are pending, and the acknowledged copy of the intimation to the Chief Secretary of the State.
RESOLVED FURTHER THAT {{authorised_person}} and ____________, directors of the company, be and are hereby authorised to sign the said declarations and the application, to file Form MGT-14, Form INC-23, the order of the Regional Director in Form INC-28 and the notice of change in Form INC-22, to appear before the Regional Director, and to do all such acts, deeds and things as may be necessary to give effect to this resolution."
WHICH CASE NEEDS WHAT
| Shift | Approval | Forms and time limits |
|---|
| Within the local limits of the same city, town or village | Board resolution only | INC-22 within 30 days of the change — Section 12(4) |
| Outside local limits, same State, same Registrar | Board resolution + special resolution of members — Section 12(5) | MGT-14 within 30 days of the special resolution; INC-22 within 30 days of the change (the form asks for the MGT-14 SRN) |
| Same State, from one Registrar to another | Board resolution + special resolution + confirmation of the Regional Director | MGT-14; INC-23 to the Regional Director (Rule 28); order filed in INC-28 within 30 days of receiving the certified copy (Rule 28(3)); then INC-22. The change takes effect from the date of the Registrar's certificate — Section 12(7) |
| To another State or Union territory | Alteration of the memorandum — Section 13(4), Rule 30 | Not covered by this resolution — needs a special resolution, newspaper advertisement, notices to creditors and Central Government (Regional Director) approval on INC-23 |
AFTER THE SHIFT — CHECKLIST
- INC-22 attachments (e-form as substituted on 19-01-2023): proof of the registered office address — conveyance, lease deed or rent agreement with rent receipts — with the owner's no-objection for leased or rented premises; a utility bill not older than two months; a photograph of the registered office showing the external building and the inside of the office with at least one director / KMP who signs the form; and, where the premises belong to another person and are not leased to the company, proof that the company is permitted to use the address. The form also captures the latitude and longitude of the premises and the number and date of the Board resolution authorising the signatory.
- Paint or affix the name and new address outside the office, and update the address on letterheads, invoices, notices and other official publications — Section 12(3).
- Move the statutory registers, minutes books and books of account, or record where they are kept if not at the registered office.
- Amend the GST registration: the address of the principal place of business is a field that needs the proper officer's approval, and the application in Form GST REG-14 is due within fifteen days of the change (Rule 19 of the CGST Rules, 2017). Update the bank, the PAN / TAN database, EPF / ESI, shops and establishment and other registrations.
Certified that the above is a true copy of the resolution passed at the meeting of the Board of Directors of the company held on {{meeting_date}}, that the same has been duly recorded in the minutes book of the company, and that the said resolution is in force and has not been rescinded or modified as on date.
By order of the Board
For {{company_name}}
_______________________________
{{chairman_name}}
Director / Company Secretary
DIN / Membership No.: ____________
Place: __________________
Date: ____________
