Company Changes — Registered Office, Name, MOA/AOA, Share Allotment (PAS-3), Share Transfer (SH-4) and LLP Agreement
Quick answer: Most changes to a company follow the same spine: a board resolution, a special resolution where the constitution changes, Form MGT-14 within 30 days of that resolution, and then the event form. A registered-office move inside the same city needs only a board resolution and INC-22; to another city under the same ROC it adds a special resolution and MGT-14; to another ROC or state it adds INC-23 for Regional Director confirmation, INC-28 and INC-22. A name change runs RUN, MGT-14 and INC-24. A share allotment is reported in PAS-3 within 30 days, and a share transfer instrument SH-4 must reach the company within 60 days of execution. In an LLP any change to the agreement is filed in Form 3 within 30 days.
Last verified 5 October 2026 — rules on this page checked against the current notifications. We update it the day a rule changes.
Registered office — which route applies
| Move | Approval | Forms |
|---|---|---|
| Within the same city, town or village | Board resolution | INC-22 within 30 days of the change |
| Another city, same state and same ROC (for example Noida to Ghaziabad, both under ROC Kanpur) | Special resolution | MGT-14 within 30 days of the resolution; INC-22 |
| Same state, different ROC | Special resolution and Regional Director confirmation | MGT-14, INC-23, INC-28, then INC-22 |
| Another state | Special resolution altering the situation clause of the MOA, Regional Director confirmation, public notice | MGT-14, INC-23, INC-28, INC-22 |
Sequence of forms is from the MCA's own "Change Company Information" page. Practitioner guides differ on the INC-22 and INC-28 windows (30 days in most, 15 days in some, 60 days after Regional Director confirmation in others), so we file inside the shortest reading. After the move, update GST (REG-14 amendment), PAN/TAN, bank, licences and letterhead — see GST registration.
Other changes, form by form
| Change | Steps and forms | Time limit |
|---|---|---|
| Company name | Reserve the name (RUN), special resolution altering MOA and AOA, MGT-14, then INC-24 for approval | MGT-14 within 30 days of the resolution; name must be approved before use |
| MOA — objects or other clauses | Special resolution at a general meeting, MGT-14 | Within 30 days of the resolution |
| AOA | Special resolution, MGT-14, altered AOA filed | Within 30 days of the resolution |
| Capital increase | See SH-7 | Within 30 days |
| Share allotment | Board resolution, PAS-3 return of allotment with the list of allottees | Within 30 days of allotment |
| Share transfer | SH-4 instrument signed by transferor and transferee, stamped, delivered to the company with the share certificate; board approval and registration | Delivered within 60 days of execution; certificates issued within one month of lodging; stamp duty 0.015% of the consideration |
| LLP agreement | Amended agreement stamped as per the state schedule, Form 3 filed | Within 30 days of the change |
| LLP name | RUN-LLP name approval, then Form 5 | As prescribed after approval |
Demat check before SH-4: unlisted public companies and, since the 2023 amendment to the allotment rules, private companies other than small companies must issue securities in dematerialised form and facilitate demat of existing holdings, so a physical SH-4 transfer applies mainly to small private companies and to shares not yet dematerialised. One commentary dates a final cut-off for physical transfers to 30 June 2026; we confirm the position for your company before drafting. Stamp duty of 0.015% on the consideration is uniform across India since 1 July 2020 and is paid by the transferor.
What we do
- Resolutions, notices and explanatory statements; MGT-14, INC-22, INC-23, INC-24, INC-28, PAS-3, SH-7 and LLP Form 3 and Form 5 filings
- Name search with trademark clearance before reserving a new name; post-change updates to GST, PAN, bank and licences
- Share-transfer and allotment documentation with valuation, stamping and register updates; related annual filings and shareholder agreements
Dates, forms and thresholds are quoted from the governing Act, rules and official portals; where a figure changes by notification or year, the page says so and we confirm it at filing rather than estimate.
Director compliance: DIN, DSC and DIR-3 KYC — now once every three years.
Talk to us before you file anything
Frequently asked questions
How do I change my company's registered office?
By the route that matches the move: board resolution and INC-22 within the same city; special resolution, MGT-14 and INC-22 to another city under the same ROC; and Regional Director confirmation through INC-23 with INC-28 and INC-22 to another ROC or state.
What forms are needed for a company name change?
Reserve the name through RUN, pass a special resolution altering the MOA and AOA, file MGT-14 within 30 days, then apply in Form INC-24 for approval.
How do I amend the MOA or AOA?
By a special resolution at a general meeting, filed in Form MGT-14 within 30 days, with the altered documents; a name or situation-clause change needs the additional approvals above.
What is PAS-3 and when is it filed?
The return of allotment of shares, listing the allottees and the consideration, filed within 30 days of the allotment.
What is the time limit for an SH-4 share transfer?
The signed and stamped instrument must be delivered to the company within 60 days of execution, and the company issues the new certificates within one month of lodging.
What is the stamp duty on share transfer?
0.015% of the consideration under the Indian Stamp Act, which applies uniformly to transfers of shares.
How do I amend an LLP agreement?
Execute the amended agreement on stamp paper as per the state schedule and file Form 3 with the Registrar within 30 days of the change.
What else must I update after changing the name or address?
GST registration, PAN and TAN, bank accounts, licences, trademarks and contracts, since the Registrar's certificate does not update them automatically.