Form INC-28 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
When a company moves its registered office from one State or Union Territory to another, the Central Government's order approving the change of the memorandum is not the end of the work. Rule 31 of the Companies (Incorporation) Rules, 2014 requires the certified copy of that order to be filed in Form INC.28 within a fixed period. This article reads rule 31 together with rule 30, as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024; later notifications change forms only). If you are planning such a move, our registered office change service covers the whole sequence.
Rule 31 is one sentence long. The certified copy of the Central Government's order approving the alteration of the memorandum for transfer of the registered office from one State to another must be filed in Form INC.28, along with the fee, within thirty days from the date of receipt of the certified copy. The rule prints "with the Registrar of the State" and does not spell out which Registrar; read it with rule 30 and section 13 of the Act. Check the current form on the MCA portal.
What rule 31 says
The text is short. The certified copy of the order of the Central Government, approving the alteration of the memorandum for transfer of the registered office of the company from one State to another, shall be filed in Form No. INC.28 along with the fee as with the Registrar of the State within thirty days from the date of receipt of certified copy of the order.
Four points can be taken from that one sentence.
- What is filed. The certified copy of the order, not the plain copy and not the application.
- In which form. Form INC.28. The rule says nothing about the content of the form; the current version is on the MCA portal.
- With what. "Along with the fee". The rule prints no amount. Fees for company forms are set out in the Registration Offices and Fees Rules; see our article on rule 12 and filing fees.
- Within what time. Thirty days from the date of receipt of the certified copy. The count starts on receipt, not on the date of the order.
Which Registrar?
The rule says "with the Registrar of the State". It does not say whether that is the Registrar where the office was or the Registrar of the State to which the office moves. The rule does not answer this on its face. The route that rule 30 and section 13 set out ends with the company's registered office in the new State, so a company should confirm on the MCA portal which Registrar the INC.28 filing is directed to and keep a record of the date on which the certified copy was received. This article does not go beyond the printed rule on that point.
Where rule 31 sits in the shifting process
Rule 31 is the last printed step after the Central Government acts on the application under rule 30. Rule 30 is much longer. In outline, as printed:
| Step | Rule provision | What it requires |
|---|---|---|
| Application | Rule 30(1) | Application under section 13(4) in Form INC.23 to the Central Government, with a copy of the memorandum with proposed changes, the general meeting minutes with votes, and the Board resolution or power of attorney or vakalatnama |
| Creditors | Rule 30(2) and (3) | A list of creditors and debenture holders drawn up to a date not more than one month before filing, with a declaration signed by the Company Secretary, if any, and not less than two directors |
| Notice | Rule 30(5) | Advertisement in Form INC.26 and notices by registered post, not more than thirty days before the application |
| Order | Rule 30(7) and (8) | Where there is no objection, an order within fifteen days of receipt; where there is an objection, a hearing and an order within sixty days of filing |
| Filing the order | Rule 31 | Certified copy filed in Form INC.28 within thirty days of receipt |
For the first four steps see our article on rule 30: shifting from one State to another. For a move inside the same State, rule 28 applies instead; see rule 28 and Form INC-23 for the same State. The statutory base is section 13, explained in Section 13: alteration of the memorandum.
Rule 30(9) also says that shifting is not allowed while an inquiry, inspection or investigation has been initiated against the company, or a prosecution is pending under the Act, subject to the provisos and sub-rule (10). Read the whole sub-rule before you plan the move.
What happens to the company's records after the filing
Rule 31 itself says nothing about the new certificate, the new CIN or later notices. Those consequences come from the Act and from other rules. Two related provisions are in our cluster: rule 25 and rule 27 on verification of the registered office and Form INC-22, and the rules on certificates of incorporation. Take the rest from the Act and the current MCA forms, not from this rule.
Example
Greenfield Foods Private Limited has an order from the Central Government approving the shift of its registered office from State X to State Y. Its authorised signatory receives the certified copy on 4 March. Under rule 31 the Form INC.28 must be filed with the fee within thirty days from 4 March, whatever the date on the order itself. If the company's team files on the thirty-first day, it has missed the period printed in the rule.
Common mistakes
- Counting the thirty days from the date of the order instead of the date of receipt of the certified copy.
- Filing a plain or scanned copy of the order when the rule asks for the certified copy.
- Assuming the INC.28 can be filed in a window the rule does not print. The rule prints no extension.
- Treating INC.28 as the application. The application is Form INC.23 under rule 30.
- Skipping the creditor list and the INC.26 advertisement at the first stage and then relying on rule 31 to fix it.
- Not checking the current INC.28 on the MCA portal before filing.
Need help with the shift?
A shift of registered office from one State to another involves a Central Government application, notices and an order before rule 31 is reached. Our team prepares and tracks these filings, including the INC.28 deadline.
Key takeaways
- Rule 31: certified copy of the order, Form INC.28, fee, thirty days from receipt.
- The rule prints no fee amount and no extension.
- The rule says "the Registrar of the State" without naming which one; confirm on the portal.
- It follows the application under rule 30 and the order under section 13(4).
- Check the current form and any later amendments before filing.
Read next
- Rule 30: shifting a registered office from one State to another
- Rule 28: shifting within the same State
- Section 13: alteration of the memorandum
- Rule 12: filing fees by nominal capital
Disclaimer: This article is general information, not legal advice. It reads the rule as printed in the MCA consolidated text, as amended up to the notification named above; later amendments should be checked on the official MCA site before you file or act.