Change in Registered Office of NBFCs
For most companies, a new registered office means a board resolution, a form on the MCA portal and new letterheads. For an NBFC, it is much more. Your registered office decides which RBI Regional Office supervises you, which Registrar of Companies (ROC) holds your records, which state your GST registration sits in, and where your customers, lenders and regulators send every notice.
Moving Your NBFC's Address? Is It Really Just a Change of Address?
So, does your NBFC need RBI's clearance before shifting to another state? What happens to your Certificate of Registration (CoR)? Which forms must be filed, and by when? And what if you move first and inform later?
This guide explains every type of registered office change for NBFCs, the approvals and forms required, a step-by-step SOP, a complete document checklist, and the common mistakes to avoid.
Why the Registered Office Matters So Much for an NBFC
- RBI supervision: your registered office decides which RBI Regional Office (Department of Supervision) oversees your NBFC.
- Legal identity: the address on your CoR, Memorandum of Association (MOA) and MCA records must always match.
- Customer trust: borrowers, depositors and the RBI Ombudsman rely on the address shown in loan agreements, the Key Fact Statement and your website.
- Tax and state laws: GST registration, stamp duty on loan documents and local licences all depend on the state you operate from.
- Lender confidence: banks, debenture trustees and rating agencies treat an unreported address change as a compliance red flag.
What the Law Says?
A change in the registered office of an NBFC is governed by two sets of rules that must be followed together:
| Law or rule | What it covers | Key requirement |
|---|---|---|
| Companies Act, 2013, Section 12 | Change within the same city, or within the same state | INC-22 within 15 days; special resolution if outside the local limits; Regional Director approval if the ROC changes |
| Companies Act, 2013, Section 13 | Change from one state to another | Special resolution, alteration of the MOA, and Regional Director approval |
| Companies (Incorporation) Rules, 2014 | Procedure, forms and notices | INC-23, INC-26, INC-28 and notices to creditors and the state |
| RBI (NBFC Miscellaneous) Directions, 2025 | Intimation of changes to RBI | Inform RBI within one month of any change in the complete postal address |
| RBI registration framework | Certificate of Registration | Updated CoR, and transfer to the new RBI Regional Office for an inter-state move |
The Four Routes: Which One Applies to Your NBFC?
Route 1: Within the same city, town or village
The simplest move. The board passes a resolution, the company files Form INC-22 with the ROC within 15 days, and RBI is informed within one month. No shareholder approval is needed.
Route 2: Within the same state and same ROC, but to another city
Shareholders must approve the move through a special resolution, and MGT-14 must be filed within 30 days. INC-22 follows within 15 days of the change, and RBI must be informed within one month.
Route 3: Within the same state, but under a different ROC
Common in large states with more than one ROC, such as Maharashtra (Mumbai and Pune) or Tamil Nadu (Chennai and Coimbatore). Along with the special resolution, the company must apply to the Regional Director in Form INC-23. After approval, it files INC-28 and INC-22, and informs RBI.
Route 4: From one state to another
The most complex route, and the one where most NBFCs need expert help. It requires a special resolution, an alteration of the MOA, newspaper advertisements in Form INC-26, notices to creditors, debenture holders, the ROC and the state government, and approval of the Regional Director. For an NBFC, it also means the file moves to a new RBI Regional Office, and an updated Certificate of Registration must be obtained.
Comparison at a Glance
| Point | Same city | Same state, same ROC | Same state, new ROC | Another state |
|---|---|---|---|---|
| Board resolution | Yes | Yes | Yes | Yes |
| Special resolution | No | Yes | Yes | Yes |
| MOA alteration | No | No | No | Yes |
| Regional Director approval | No | No | Yes | Yes |
| Newspaper advertisement | No | No | As required | Yes (INC-26) |
| Key MCA forms | INC-22 | MGT-14, INC-22 | MGT-14, INC-23, INC-28, INC-22 | MGT-14, INC-23, INC-28, INC-22 |
| RBI action | Inform within 1 month | Inform within 1 month | Inform and update records | Prior engagement approval from RBI new Regional Office, updated CoR |
| Indicative time | 2-3 weeks | 1-2 months | 2-4 months | 3-5 months |
Step-by-Step SOP for an Inter-State Shift
- Plan the move: confirm the reason, the new premises, the route that applies, and the impact on branches, GST and staff.
- Hold the board meeting: approve the proposal, the alteration of the MOA, the notice of the general meeting, and authorise a director or company secretary to file with the ROC, Regional Director and RBI.
- Pass the special resolution: at an EGM, AGM or by postal ballot. File MGT-14 within 30 days.
- Engage RBI early: write to the RBI Regional Office where the NBFC is registered, explaining the proposed shift, and follow its guidance on the documents required.
- Apply to the Regional Director: publish INC-26 in an English and a vernacular newspaper, send individual notices to creditors and debenture holders, notify the ROC and the state's Chief Secretary, and file INC-23 with the required documents.
- Obtain the Regional Director's order: attend the hearing if any objections are raised, and file INC-28 with the ROC within 30 days of the order.
- Register the new address: file INC-22 within 15 days of the shift. Both the old and new ROCs update their records.
- Complete RBI and other updates: inform RBI within one month, surrender the old CoR for an updated one as RBI directs, and update every other authority and stakeholder.
Important: An approval from the Regional Director under the Companies Act does not replace RBI's requirements. An NBFC must keep both MCA and RBI informed, and should engage the RBI Regional Office before an inter-state shift takes effect.
How Long Does It Take?
An inter-state shift typically takes three to five months, depending on the Regional Director's hearing schedule, any objections from creditors, the quality of documents and RBI processing. Starting early and filing a complete application are the two biggest factors in a faster approval.
Document Checklist
| Document | Required for | Notes |
|---|---|---|
| Board resolution (certified copy) | All routes | Authorising the shift and filings |
| Special resolution and MGT-14 | Routes 2, 3 and 4 | MGT-14 within 30 days of the resolution |
| Altered MOA | Route 4 | Change in the state clause |
| Proof of new office | All routes | Rent agreement or ownership proof, NOC from the owner, recent utility bill |
| List of creditors and debenture holders | Routes 3 and 4 | With a declaration that no creditor is prejudiced |
| Newspaper advertisement (INC-26) | Route 4 | English and vernacular newspapers |
| Affidavits and declarations | Routes 3 and 4 | Including no pending prosecution or employee dues |
| Letter to RBI Regional Office | All routes | On letterhead, with resolutions and new address proof |
| Original Certificate of Registration | Route 4 and as RBI directs | For surrender and issue of an updated CoR |
After the Move: Update Every Record
Shifting the registered office is only half the job. NBFCs often miss these updates, which later surface as audit observations, RBI queries or customer complaints:
- RBI: intimation to the Regional Office, the updated CoR, and contact details on RBI's returns portal.
- GST: a new registration in the new state, and amendment or cancellation of the old one.
- Tax records: PAN, TAN and TDS details.
- Credit and KYC systems: CERSAI (CKYC) and credit information companies such as CIBIL, CRIF High Mark, Equifax and Experian.
- FIU-IND: reporting entity details on the FINnet portal.
- Lenders and investors: banks, debenture trustees, rating agencies and, for listed NBFCs, stock exchanges.
- Customers: loan agreements, Key Fact Statements, the website, the Fair Practices Code notice and Grievance Redressal Officer details.
Common Mistakes and Things to Consider
- Moving before approval: operating from the new address before approvals are in place can create a mismatch across RBI, MCA and tax records.
- Treating RBI as an afterthought: the one-month intimation rule is easy to miss when the focus is on MCA filings.
- Ignoring pending matters: open complaints, litigation or RBI observations in the old state must be addressed or transferred properly.
- Change in control: if the move comes with a change in shareholding or management, RBI's separate prior-approval rules for change in control may also apply.
- Branch impact: check whether branches in the old state need fresh registrations, such as Shops and Establishment licences.
The Major Crux
In one line: For an NBFC, a change in registered office is a dual compliance exercise: MCA under the Companies Act, and RBI under its directions for NBFCs. Choose the right route, engage RBI early, file every form on time, and update every record, from your Certificate of Registration to your customers' loan papers.
Summary: Key Takeaways
- There are four routes for a registered office change, each with different approvals and forms.
- Every NBFC must inform RBI within one month of any change in its complete postal address.
- An inter-state move needs a special resolution, an MOA change and Regional Director approval.
- For an inter-state move, the NBFC's RBI Regional Office changes and an updated CoR is needed.
- INC-22 must be filed within 15 days of the change, and MGT-14 within 30 days of a special resolution.
- Max Financial Services, Kanungo Financiers and B.P. Capital show how common such moves are in 2026.
How Panchal S K & Associates Can Help
At Panchal S K & Associates (PSK), we handle the complete registered office change process for NBFCs, from planning to the updated Certificate of Registration, so your business continues without interruption.
| Stage | How PSK supports you |
|---|---|
| Planning | Identify the right route, timeline and impact on RBI, GST and branches |
| Corporate approvals | Board and member resolutions, MOA alteration and MGT-14 |
| Regional Director process | INC-26 advertisement, creditor notices, INC-23 filing and hearing support |
| RBI coordination | Letters to the RBI Regional Office, document support and updated CoR |
| ROC filings | INC-28 and INC-22 with both the old and new ROC |
| Post-change updates | GST, PAN, TAN, CKYC, credit bureaus, FIU-IND, lenders and customer documents |
| Ongoing compliance | RBI returns, NBFC compliance filings and audit support |
Planning to shift your NBFC's registered office?
Talk to the PSK team. We will help you choose the right route, complete every MCA and RBI requirement, and make the move smooth, compliant and on time.
Contact: +91 75738 00080 | office@panchalsk.com | panchalsk.com
Frequently Asked Questions
Does an NBFC need RBI approval to change its registered office?
Every NBFC must inform RBI within one month of any change in its complete postal address. For a shift to another state, the NBFC's file moves to a new RBI Regional Office and an updated Certificate of Registration is required, so RBI should be engaged before the shift takes effect.
Which form is filed for a change in registered office?
Form INC-22 is filed with the ROC within 15 days of the change. Depending on the route, MGT-14, INC-23, INC-26 and INC-28 may also be required.
Is a special resolution needed for a change within the same city?
No. A board resolution is enough for a change within the local limits of the same city, town or village.
Who approves a shift from one state to another?
The Regional Director of the Ministry of Corporate Affairs, after members pass a special resolution to alter the MOA.
Will the NBFC get a new Certificate of Registration?
For an inter-state shift, the NBFC surrenders its old CoR, and RBI issues an updated certificate showing the new registered office.
How long does an inter-state shift take?
Usually three to five months, depending on Regional Director hearings, objections, document quality and RBI processing.
Disclaimer: This article is for general information and educational purposes only and does not constitute legal or regulatory advice. Procedures and timelines may vary; please check the latest RBI directions and MCA requirements before acting.