Shifting Company Registered Office Between Two States (INC-23)

Expert guidance for shifting your company's registered office across states in India. Complete Form INC-23 filing, Regional Director approval & MoA amendments under Section 13(4) of the Companies Act 2013. Setindiabiz assistance.

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Timeline for Interstate Registered Office Shift

30-45 Days

Board Meet & EGM

Board approval triggers a 21-day EGM notice. Special Resolution (75% approval) filed via MGT-14 within 30 days to RoC.

30-40 Days

Public Notice

Preparation of creditor list, publishing newspaper advertisements (INC-26), serving individual notices (mandatory 30-day period).

60-90 Days

RD Approval

Filing Form INC-23, handling potential objections, attending hearings if required, and obtaining the final order from the Regional Director.

30-45 Days

Final ROC Filings

Filing RD order (INC-28) with both state RoCs and filing new address proof (INC-22) to receive a fresh Certificate of Incorporation.

21 September, 2025|Edited by: Sanjeev Kumar|

Procedure for Shifting Registered Office Between States

Interstate relocation of the registered office requires approval from the Central Government, as per Form INC-23 under Section 13(4) of the Companies Act, 2013. This legal process alters your RoC jurisdiction and Memorandum's Situation Clause, impacting CIN and statutory compliance obligations."

Pursuant to Rule 30 of the Companies (Incorporation) Rules, 2014, the procedure requires approval from the Regional Director. Setindiabiz manages documentation, MCA filings and regulatory liaisons, ensuring compliant relocation with expert creditor objection handling throughout.

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Prerequisites for Interstate Office Shifting

Before relocating the registered office to another state, a company must meet specific legal criteria and comply with the compliance standards set by the MCA.

Board and Shareholder Approval

The company must obtain a Board Resolution and a Special Resolution with 75% shareholder votes as mandated under Section 13(4) of the Companies Act 20,13, for the interstate office shifting process.

Alteration of MoA

A shift necessitates an amendment to the Situation Clause (Clause II) of the Memorandum of Association, which defines state jurisdiction and requires special resolution approval from company members.

No Pending Investigations

The company shouldn't have an ongoing inquiry, inspection, or investigation under the Companies Act, as per Rule 30(9) of the Companies (Incorporation) Rules, 2014, for approval eligibility.

No Active Prosecutions

No pending prosecution under the Companies Act 2013 or criminal proceedings affecting the company's legal standing should exist to ensure a smooth approval process for the Regional Director.

Clear Compliance Record

TThe company must be current with annual filings (Form AOC-4 and MGT-7) with the Registrar of Companies, and all statutory returns should be updated to the latest date.

Creditor Consent

Consent from creditors/debenture holders or sufficient provision for debt discharge is required under Section 13(5) of the Companies Act before initiating the office relocation process.

Employee Protection Declaration

A mandatory affidavit stating that no employee retrenchment is due to the registered office shift must be filed with the INC-23 application to the Regional Director, as required by statutory regulations.

Intimation to Chief Secretary

The Chief Secretary of the current state must be formally notified with a complete copy of the application as mandated under Rule 30 of the Companies (Incorporation) Rules, 2014, for validity.

Documents Required for Shifting Office

The application to the Regional Director for shifting the registered office (Form INC-23) requires meticulous preparation and submission of various legal documents.

Drafting or Declarations

List of Creditors and Debenture Holders

A list drawn up not more than one month before application, with full details.

Affidavit Verifying List of Creditors

Signed by CS or two directors (one MD if applicable), verifying the creditor list.

Statutory Auditor Certificate

Certification confirming the accuracy and completeness of the creditor list provided.

Affidavit Verifying Application

Verifying petition contents is usually done by the Director/CS on non-judicial stamp paper.

Employee Retrenchment Declaration

Declaration that no employees will be retrenched due to office relocation.

Affidavit Verifying Compliance

Confirming all legal requirements under Rule 30 have been met by the company.

Declaration on Statutory Dues

Affidavit verifying that no outstanding government or statutory dues are pending

Proof of Service to Creditors

Acknowledgement of individual notices served to all creditors via registered post.

Proof of Service to Chief Secretary

Acknowledgement of application copy sent to the State Chief Secretary's office.

Power of Attorney/Vakalatnama

Authorising professionals to represent the company before the Regional Director office.

Company Documents

Memorandum and Articles of Association

Current certified copies of the MoA and AoA of the company are duly authenticated.

Latest Audited Financial Statements

Most recent audited balance sheet and profit and loss (P&L) account, not older than 18 months.

Certified True Copy of Board Resolution

Authorising shift, MoA alteration and application to RD with board approval.

Copy of Special Resolution

Passed by 75% of shareholders approving the shift and the MoA amendment at the general meeting.

Newspaper Advertisements (Form INC-26)

Copies of ads published in English and vernacular newspapers as per the rules.

The Process for Shifting Registered Office

Shifting the registered office from one state to another involves a multi-stage approval process that requires careful adherence to the timelines mandated by the Companies Act, 2013.

1

Step 1: Board Approval and EGM Convening

The Board of Directors must pass a resolution approving the amendment to the MoA's Situation Clause. They must authorise a Director or CS to manage the application and fix the date for an Extraordinary General Meeting. This initiates the process under Section 13(4) of the Companies Act 2013.

2

Step 2: Shareholder Approval and MGT-14 Filing

The company holds an EGM (usually after 21 clear days' notice) and passes a Special Resolution (with 75% approval) for relocation. As mandated by Section 117, this Special Resolution must be filed with the RoC in Form MGT-14 within 30 days of the EGM, along with the prescribed fees.

3

Step 3: Preparation of Creditor List and Notices

A detailed list of creditors and debenture holders must be prepared and certified by the auditor. This list cannot be older than one month from the date of application to the Regional Director. The company must also prepare to notify the Chief Secretary of the state simultaneously.

4

Step 4: Newspaper Advertisement (Form INC-26)

Publish Form INC-26 advertisement at least 30 days before filing Form INC-23 application. Mandatory placement: one English daily plus vernacular newspaper in the principal language of the district where the current registered office exists—individual creditor notices via registered post required as per Rule 30(5).

5

Step 5: Application to Regional Director (Form INC-23)

The company applies Form INC-23 with the Regional Director (Central Government), as required under Section 13(4) and Rule 30. This application includes all necessary documents, affidavits, resolutions and proof of advertisements. Copies must be sent simultaneously to the RoC and the Chief Secretary.

6

Step 6: Regional Director Hearing and Approval

The Regional Director conducts a hearing, especially if objections arise. Per Section 13(5), approval requires satisfaction that the debts are discharged, secured, or consented to. The order must be passed within 30 days of complete application filing as per Rule 30(6). RD confirms alteration of the MoA upon satisfaction.

7

Step 7: Final Filings with RoC (INC-28 and INC-22)

Upon receiving a certified RD order, the company must file Form INC-28 with the RoC of both the old and new states within 30 days. Subsequently, Form INC-22 (Notice of Change of Registered Office) is filed with the new RoC. The new RoC then issues a fresh Certificate of Incorporation indicating the new state.

Newspaper Notice Requirement (Form INC-26)

Form INC-26 is a mandatory public notice required under Rule 30(5) of the Companies (Incorporation) Rules, 2014. This advertisement notifies creditors and stakeholders of your company's intention to relocate its registered office to another state, providing them with the opportunity to raise any objections.

Critical Timeline ⏰ The advertisement must be published at least 30 days before filing Form INC-23 with the Regional Director. This mandatory waiting period cannot be shortened. Filing before 30 days results in automatic rejection.

Key Requirements 📝 The advertisement must include the company name, CIN, current registered office, proposed new state, and a 30-day objection period. When filing INC-23, provide self-attested newspaper copies showing publication date and complete text. English newspapers need state-wide circulation; vernacular newspapers require district-wide circulation.

COMMON REASONS FOR INC-23 APPLICATION REJECTION ❌

Understanding rejection triggers helps ensure first-time approval when filing Form INC-23 with the Regional Director for registered office transfer between states:

Pending Statutory Dues

Outstanding GST, income tax or provident fund payments block approval. Companies must clear all government dues and file an affidavit confirming this before initiating the shifting process as per statutory requirements.

Creditor Documentation

Creditor lists older than one month from the filing date result in automatic rejection. Lists require statutory auditor certification and director affidavits verifying their completeness and accuracy under Rule 30.

Defective Newspaper Notice

Form INC-26 must be published within a specific timeframe - at least 30 days before filing Form INC-23. Wrong format, timing, or circulation area causes rejection as per Rule 30(5) of the Companies (Incorporation) Rules, 2014.

Chief Secretary Intimation

An acknowledged copy of the intimation (complete application) sent to the Chief Secretary of the current state is mandatory. Applications lacking this acknowledgement face immediate rejection under Rule 30.

Active Investigations or Prosecutions

As per Rule 30(9) of the Companies (Incorporation) Rules 2014, if a company has any ongoing inquiry, inspection, investigation, or pending prosecution under the Companies Act, the application will not be allowed.

Listed Company Non-Compliance

Listed companies must notify SEBI and the stock exchanges, as per Regulation 30 of the SEBI (LODR) Regulations, 2015, regarding the proposed shift. Failing to comply with this requirement leads to regulatory scrutiny and potential rejection.

Frequently Asked Questions

  • All
  • Legal Requirements
  • Documentation
  • Compliance & Restrictions
  • Post-Shifting Requirements
  • Special Company Categories
  • Procedural

The process is governed by Section 13(4) of the Companies Act, 2013, read with Rule 30 of the Companies (Incorporation) Rules, 2014. This mandates approval from the Central Government through the Regional Director.

Approval is required because shifting between states changes the jurisdiction of the Registrar of Companies and mandates the Alteration of the Memorandum of Association (Situation Clause), which defines the company's state of domicile.

File application using Form INC-23 with the Regional Director's office, including prescribed MCA fees, board/shareholder resolutions, creditor lists and multiple affidavits confirming compliance.

Yes. Clause II (Situation Clause) of the MoA specifies the state of the registered office. Shifting to another state requires amending this clause via a Special Resolution.

A Special Resolution is required, which means approval from at least 75% of the members present and voting at a duly convened General Meeting, usually an EGM.

Form MGT-14 is used to file the Special Resolution passed by shareholders with the RoC. This must be done within 30 days of passing the resolution under Section 117.

The company must publish an advertisement in Form INC-26 in one English and one vernacular language newspaper circulating in the district of the current registered office, at least 30 days before filing Form INC-23.

The list of creditors and debenture holders must be drawn up as of the latest practicable date and should not be older than one month from the date of applying to the Regional Director.

Yes, a copy of the application (INC-23) with complete annexures must be sent to the Chief Secretary of the state where the registered office is currently situated.

If a creditor objects, the Regional Director will hold a hearing. The company must satisfy the RD that the creditor's debt is discharged, adequately secured, or that their consent has been obtained.

No. Rule 30(9) explicitly prohibits office shifting when an inquiry, inspection, investigation, or prosecution is initiated or prosecution is pending under the Companies Act. A clean compliance record is mandatory before filing.

Yes, the company must file an employee retrenchment declaration affidavit stating that no employee shall be retrenched as a consequence of shifting the registered office.

After approval, the company must file Form INC-28 (filing the RD order) with the RoC of both old and new states within 30 days, and Form INC-22 with the new RoC.

The entire process typically takes between 4 and 6 months. The timeline depends on stakeholder notifications and processing time at the Regional Director's office.

The RoC receives the initial filing (MGT-14). After RD approval, both old and new RoCs are informed via INC-28. The new RoC verifies the new address and issues a fresh Certificate of Incorporation.

PAN remains the same. However, the Assessing Officer's jurisdiction will change, requiring an application for migration. TAN may need updates based on new state requirements.

Proof includes a recent utility bill (dated within the last 2 months), a registered lease/rent agreement, and a No Objection Certificate from the property owner.

The Regional Director will scrutinise the financial status. If defaulted, the company must demonstrate sufficient provision for repayment or adequate security for matured deposits/debentures.

If rejected due to non-compliance or unresolved objections, the company must address the reasons for rejection before reapplying. The registered office remains in its current state until approval is granted.

Yes, shifting to a new state requires obtaining a fresh GST registration in the new state and cancelling the registration in the old state, as the GSTIN is state-specific.

Listed companies must comply with the SEBI (LODR) Regulations, including the immediate disclosure of Board meeting outcomes, EGM results, and final RD approval to stock exchanges.

Rule 30(6) of the Companies (Incorporation) Rules, 2014, mandates the Regional Director to dispose of the application within 30 days from the date of filing the complete application.

The fundamental process under Section 13(4) remains the same. However, Section 8 companies may require additional NOCs from regulatory bodies overseeing charitable activities in the concerned states.

If a company has no creditors or debenture holders, a declaration (affidavit) stating this must be filed along with the application in Form INC-23.

Yes, CIN will change because the state code (part of the CIN structure) will be updated. This change is automatic once the new RoC issues a fresh Certificate of Incorporation.

The board typically authorises the Company Secretary or Director to sign the application, file necessary forms, and represent the company before the Regional Director.

Hearing is typically mandatory, especially if objections are received. Even without objections, RD may call for a hearing to verify documents and the company's representations.

Yes, OPCs follow the same Section 13(4) procedure for registering a registered office across states. Single members' consent recorded in minutes replaces the need for a formal EGM.

No. Alteration of the MoA Situation Clause is not listed as a mandatory postal ballot item under Rule 22. It can be passed at a duly convened EGM, even for companies with over 200 members.

After shifting, the company must update its address on all letterheads, invoices, official publications, website, bank accounts, PAN/TAN, GST, EPF, ESI, and other statutory registrations immediately.