Board resolution for registered office change
A board resolution for change of registered office shifts the office within the same city, town or village under section 12(5) of the Companies Act 2013, and authorises the INC-22 filing that notifies the ROC. Moves beyond the same city need a special resolution, and an interstate move needs Regional Director confirmation under section 13(4); for those, the board resolution approves the proposal and calls the general meeting.
Last updated: 27 August 2026
Doing this for a client?
OnCompliance drafts this resolution on the company’s letterhead, details filled from the client’s record, records it in the minutes, and files it in the client’s folder — with the notice, minutes and 21 other board documents made the same way.
Fill it in, edit it, download it
The details you type fill the document as you go. Click into the paper to edit any wording, then download it in Word or as a PDF.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [COMPANY NAME] (CIN: [CIN]) HELD ON [MEETING DATE] AT [VENUE]
RESOLVED THAT pursuant to section 12(5) of the Companies Act 2013, the registered office of the company be shifted to [NEW REGISTERED OFFICE ADDRESS] with effect from [EFFECTIVE DATE], the new address being within the local limits of the same city, town or village.
FURTHER RESOLVED THAT [NAME], [DESIGNATION], be and is hereby authorised to file form INC-22 with the Registrar of Companies within the prescribed time and to update the address wherever it appears, including letterheads, name boards, registrations and bank records.
Certified true copy
For [COMPANY NAME]
[NAME]
[DESIGNATION] · DIN: [DIN]
Date: ______________ · Place: ______________
When is this resolution passed?
Pass it at a board meeting; file form INC-22 within 30 days of the change (with the special-resolution route added where the move goes beyond the same city).
Legal basis: s.12(5) and s.13(4), Companies Act 2013
Common questions
When is a board resolution alone enough to shift the registered office?
When the new address is within the same city, town or village. A move outside those limits but within the ROC’s jurisdiction needs a special resolution, and an interstate move needs Regional Director confirmation under section 13(4).
Which form notifies the ROC of the new address?
INC-22, within 30 days of the change, with the prescribed address proofs.
What else changes with the registered office?
Letterheads, name board, statutory registers location, GST and other registrations, and bank records; the resolution above authorises those consequential updates.
Can OnCompliance draft this for me?
Yes. OnCompliance drafts the resolution on the company’s letterhead with the details filled from the client’s record, records it in the minutes, and files it in the client’s folder, alongside the notice of the meeting and every other board document.