Shifting of Registered Office from One State to Another State
Registered office of a company is a principle place of business activity of a company. It is mandatory for all companies to have its registered office and to inform the Registrar of Companies (ROC) about the location and any change thereto within the prescribed time.
This shifting of Registered office is done from one state to another state.
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The Registrar of Companies (ROC) maintains the registered office address of every company. This address is crucial as it serves as the primary communication point for government notices and legal correspondence.
If a company decides to shift its registered office from one state to another, it involves amending the Memorandum of Association (MoA) and requires approval from the Regional Director (RD).
Legal Provisions
There are particular procedures you must follow when relocating your company’s registered office to a new state.
Section 13(4) to 13(7) of the Companies Act, 2013
Rule 30 laid out in the Companies (Incorporation) Rules, 2014
Such a change requires:
Changing or modifying the documentation in the Memorandum of Association (MoA)
Now, the authority that oversees projects is the Regional Director, previously known as the Central Government.
Factors that lead to changing the Registered Office to a different state
Business expansion into new territories
Operational or cost optimization
Proximity to key markets or customers
Better infrastructure availability
Strategic restructuring
State-level government incentives
Rules for changing the business address within the country
Step 1: Convening Board Meeting
Allow the changes in the location of the registered office.
Choose the day, time and location for the Extra-Ordinary General Meeting (EGM).
Sanction the notice of the extraordinary general meeting together with its explanatory statement.
Permit a director or company secretary to file the application.
Step 2: Pass Special Resolution
Set up an emergency general meeting.
The Special Approval process will be used to change the MoA clause concerning the address of the registered office.
It is important to complete Form MGT-14 within 30 days after the special resolution’s approval and then send it to the ROC.
Step 3: Complete an application for the Regional Director (RD)
Make sure you fill in and submit an application to the Regional Director (RD) using Form INC-23.
Attachments required:
Special Resolution and Notice of EGM template
Performance design for the EGM
Altered MoA
Identification and verification of the applicant
Statement provided by the company’s main officials (Key Managerial Personnel or Directors)
Show the court a copy of an ad in the newspaper and proof of notifying the appropriate parties.
Step 4: Public Notice and Notification
Publish an advertisement in:
One English newspaper and
There exists one newspaper written in the local language for the district of the registered office.
The acknowledgement of receiving the documents should be possible when notice is given by registered mail.
Creditors and debenture holders (if any)
ROC of the state from which and to which the office is being shifted
The Chief Secretary of both states
Step 5: Objection Handling (if any)
When any objection is submitted within 21 days, the RD will organise a hearing.
If no objection is resolved amicably, the RD will pass an order of approval.
Step 6: Filing with ROC
After the RD has approved the share issue, complete the filing by using Form INC-28 with the ROC in all states.
Shifting the location of the office requires the filing of Form INC-22 and presentation of necessary documentation.
Details of the rental agreement or ownership stated in the contract
Utility bill from the last 2 months
Do you have NOC from the landowner if you rent the place?
Effects of Shifting
Form INC-22 states the date when the new registered office becomes effective.
Records that should be kept according to the law must be transferred to the new office.
Update all legal documents, letterheads, website, PAN Card, GST, and other statutory registrations.
If you do not use the right procedure, the consequences may include:
Rejection of the application by the Regional Director
Penalties for companies and responsible officers under the Companies Act
Legal complications in operational continuity
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FAQs
It means changing the official address of a company from one Indian state to a different state. Since the registered office determines the company’s ROC jurisdiction, this change requires approval from the Central Government (Regional Director) under the Companies Act, 2013.
Common reasons include:
Business expansion to a new state
Operational convenience
Tax or cost advantages
Better market access
Merger, restructuring, or relocation of management
The process generally involves:
Board Meeting to approve the proposal
Passing a Special Resolution by shareholders
Filing MGT-14 with ROC
Publishing notice in newspapers and informing creditors
Filing Form INC-23 for approval from Regional Director
After approval, filing INC-28 & INC-22 with ROC
ROC issues a new Certificate of Incorporation with the updated state
No. The company remains the same legal entity. Its CIN, assets, liabilities, contracts, and business continuity remain unchanged. Only the state of registration and ROC jurisdiction change.
Typical documents include:
Board Resolution & Special Resolution
Altered MOA (address clause)
List of creditors and debenture holders
Proof of new registered office address
Newspaper advertisement copies
NOC from creditors (if required)
These are submitted to MCA during the approval and filing process.
