Shift Registered Office 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.
To shift a registered office from one state to another, alter the MOA by special resolution, file MGT-14, advertise in INC-26 and notify creditors/ROC, apply to the Regional Director in INC-23, file the RD order in INC-28, and finally file INC-22 for the new address.
Overview
An inter-state shift changes the "situation" (registered office) clause of the Memorandum of Association, which is why it is a substantive process requiring Central Government (Regional Director) confirmation. This is the most involved of all registered-office changes because the company physically moves from the jurisdiction of one ROC and state to another.
When It Is Required & Legal Basis
Section 13 of the Companies Act, 2013 governs alteration of the MOA. Under Section 13(4), any alteration of the registered office from one state to another takes effect only on approval by the Central Government, exercised by the Regional Director. Rule 30 of the Companies (Incorporation) Rules, 2014 prescribes Form INC-23 and the notice/advertisement procedure.
Step-by-Step Process
- Board meeting. Approve the proposal to shift the office to another state and to alter the MOA, and authorise the EGM.
- Special resolution. Give 21 clear days' notice and pass a special resolution at the EGM approving the MOA alteration.
- File MGT-14. File Form MGT-14 within 30 days of the special resolution.
- Advertise and notify. Publish notice in Form INC-26 in an English daily and a vernacular newspaper, and serve individual notice on creditors, debenture holders, the ROC and regulators (SEBI/RBI, etc.).
- Apply to RD in INC-23. File Form INC-23 with the Regional Director with the resolution, list of creditors, affidavits, MOA, and proof of publication and service.
- RD order and INC-28. After hearing objections (if any), the RD passes a confirmation order; file it with the ROC in Form INC-28.
- File INC-22. File Form INC-22 for the new registered office address; the new state's ROC issues a fresh Certificate of Incorporation.
Forms, Attachments & Fees
| Form | Purpose | Timeline |
|---|---|---|
| MGT-14 | File special resolution altering MOA | Within 30 days of EGM |
| INC-26 | Newspaper advertisement of shift | At least 30 days before RD application |
| INC-23 | Application to Regional Director | After notices/advertisement |
| INC-28 | File RD confirmation order | As per RD order |
| INC-22 | Notice of new registered office | Within 15 days of change |
Attachments include the certified special resolution, altered MOA, list of creditors and debenture holders, affidavit verifying that list, board resolution, and proof of newspaper publication and service of notices. Fees include MCA slab-based filing fees plus RD application fees and professional charges.
Timeline & Due Dates
Expect around 2–4 months overall. Key gating items are the 21-day EGM notice, the mandatory gap after INC-26 publication (a minimum notice window before the RD can hear the matter), and the RD hearing/order. INC-22 follows within 15 days of the change taking effect.
Penalty for Delay / Non-compliance
Filing an incorrect or incomplete INC-23 leads to resubmission and delay. Default in registered-office compliance under Section 12(8) attracts a penalty of ₹1,000 per day (maximum ₹1,00,000) on the company and every officer in default, and late MGT-14/INC-22 filings attract escalating additional MCA fees.
Practical Tips
- Reconcile the list of creditors carefully — the RD relies on the affidavit verifying it, and any dispute can stall approval.
- Serve notice on the ROC, Chief Secretary of the state, and any regulator (SEBI/RBI) whose jurisdiction is affected.
- Update GST registration via REG-14, PAN correspondence, bank KYC and statutory registers only after the fresh COI is issued.
- Do not confuse an inter-state shift with a mere city change — only the former needs RD approval in INC-23.
Objections, Hearing and Fresh COI
An inter-state shift is the only registered-office change where third parties actively participate. Because the company is leaving one state's jurisdiction, the Regional Director must be satisfied that no creditor is prejudiced and that the move is not being used to defeat any pending proceeding or revenue interest. This is why the INC-26 advertisement and individual notices to creditors, debenture holders, the ROC and the state authorities are mandatory — they invite objections. If an objection is received, the RD fixes a hearing at which both sides are heard; a common condition imposed is that the company first settle or secure the objecting creditor's dues, or furnish an undertaking. Where the shift is opposed by the tax department on the ground of pending dues or assessments, the RD may direct that the company obtain a no-objection or clear the demand before confirmation. Once satisfied, the RD passes a confirmation order, which the company files in INC-28. The file then physically migrates to the ROC of the destination state, which allots the company to its jurisdiction and issues a fresh Certificate of Incorporation reflecting the new state; the CIN's state code changes accordingly. Only after this should the company update its GST, PAN correspondence, bank KYC and statutory registers.