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.
Rule 30 sets out the procedure for moving a registered office from one State or Union territory to another. The company applies in Form INC-23 under section 13(4), attaches a list of creditors and declarations, advertises in Form INC-26, serves individual notices, answers objections, and obtains an order. The certified copy of the order is then filed in Form INC-28 under rule 31.
This article is 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 substitute forms only). Later amendments should be checked. The rule text names the "Central Government" as the authority; where a Regional Director acts on its behalf, the rule does not say so. To move a registered office, see our change of registered office service.
The company files Form INC-23 under section 13(4), with the altered memorandum, general meeting minutes and Board resolution, a list of creditors and debenture holders, and declarations including that no employee will be retrenched. It advertises in Form INC-26 and serves notices not more than thirty days before filing. With no objection the order comes within fifteen days; with objections, within sixty days of filing. The shift is not allowed while an inquiry, inspection, investigation or prosecution is pending.
Rule 30(1): the application and its documents
An application under sub-section (4) of section 13, for approval of the alteration of the memorandum for a change of the place of the registered office from one State Government or Union territory to another, shall be filed with the Central Government in Form No. INC.23, along with the fee, and shall be accompanied by:
- (a) a copy of the Memorandum of Association with proposed alterations;
- (b) a copy of the minutes of the general meeting at which the resolution authorising the alteration was passed, giving details of the number of votes cast in favour or against;
- (c) a copy of the Board Resolution, or Power of Attorney, or the executed vakalatnama, as the case may be.
Rule 30 as printed was substituted by the Second Amendment Rules, 2017 of 27 July 2017; the earlier ten-item list in the notes is not the rule today.
Rule 30(2) to (4): creditors, declarations and service
| Sub-rule | Requirement |
|---|---|
| 30(2) | A list of creditors and debenture holders, drawn up to the latest practicable date not more than one month before the filing, with the name and address of every creditor and debenture holder and the nature and amounts of debts, claims or liabilities |
| Proviso to (2) | The list is accompanied by a declaration signed by the Company Secretary, if any, and not less than two directors, one of whom shall be a managing director where there is one, stating (i) they have made a full enquiry into the affairs of the company and concluded that the list is correct, that the estimated values of contingent or unascertained debts are proper estimates and that there are no other debts or claims to their knowledge, and (ii) that no employee shall be retrenched as a consequence of the shifting, and that an application has been filed by the company to the Chief Secretary of the State Government or Union territory concerned |
| 30(3) | A duly authenticated copy of the list of creditors is kept at the registered office; any person may inspect and take extracts during ordinary hours of business on payment of a sum not exceeding ten rupees per page |
| 30(4) | A copy of the acknowledgment of service of a copy of the application, with complete annexures, on the Registrar and the Chief Secretary of the State or Union territory where the registered office is situated at the time of filing |
Rule 30(5) and (6): notices
The company shall, not more than thirty days before the date of filing the application in Form INC.23:
- (a) advertise in Form INC.26 in a vernacular newspaper in the principal vernacular language in the district and in an English newspaper with wide circulation in the State where the registered office is situated; a copy of the advertisement shall be served on the Central Government immediately on publication;
- (b) serve individual notice by registered post with acknowledgement due on each debenture holder and creditor;
- (c) serve a notice with a copy of the application by registered post with acknowledgement due on the Registrar and, in the case of listed companies, the Securities and Exchange Board of India, and on the regulatory body if the company is regulated under any special Act or law.
The application is accompanied by a duly authenticated copy of the advertisement and notices, a copy of each objection received, and tabulated details of responses with the company's counter-response, received in electronic or physical mode (sub-rule (6)). The words "with wide circulation" were substituted for "with the widest circulation" by the Second Amendment Rules, 2019 of 6 March 2019.
Rule 30(7) and (8): no objection, or objection
| Position | What happens |
|---|---|
| No objection from anyone in response to the advertisement or notice, or otherwise (7) | The application may be put up for orders without hearing, and the order approving or rejecting it shall be passed within fifteen days of the receipt of the application |
| Objection received, consensus reached (8)(i) | The Central Government holds hearings as required and directs the company to file an affidavit recording the consensus; it then passes an order approving the shifting within sixty days of filing the application |
| Objection received, no consensus (8)(ii) | The company files an affidavit specifying the manner in which the objection is to be resolved within a definite time frame, reserving the original jurisdiction to the objector to pursue legal remedies even after the shift; the Central Government passes an order confirming or rejecting the alteration within sixty days of filing |
Rule 30(9) and (10): conditions and the bar
The order confirming the alteration may be on such terms and conditions, if any, as the Central Government thinks fit. The first proviso says the shifting of the registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending under the Act. A second proviso, inserted by the Third Amendment Rules, 2023, says that where management has been taken over by new management under a resolution plan approved under section 31 of the Insolvency and Bankruptcy Code, 2016, no appeal against the plan is pending in any Court or Tribunal, and no inquiry, inspection or investigation is pending or initiated after the approval of the plan, the shifting may be allowed. Under sub-rule (10), on completion of an inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or pending, the shifting shall be allowed.
After the order: rule 31
Rule 31 provides that the certified copy of the order of the Central Government approving the alteration of the memorandum for the transfer of the registered office from one State to another shall be filed in Form INC.28, with the fee, with the Registrar of the State within thirty days from the date of receipt of the certified copy. Rule 31 has its own live post: Form INC-28 under rule 31.
Example: Nova Medical Supplies Private Limited plans to move from one State to another. It prepares the list of creditors and debenture holders as of a date within a month, gets the declaration signed by two directors including the managing director, and files an application with the Chief Secretary of the State of the registered office. It advertises in INC-26, serves registered-post notices, and files INC-23 within thirty days of those notices. No one objects, so the application may be put up for orders without hearing, and the order is due within fifteen days of receipt of the application. The company files the certified copy in INC-28 within thirty days of receiving it.
For the Act's procedure, see our section 13 guide and the practical posts on how to shift a registered office from one State to another and how to file INC-23. For a shift within one State, see our article on rule 28.
Need help moving your registered office to another State?
Inter-State shifts have more moving parts than any other registered office change. TaxClue can prepare the creditors list, notices, INC-23 and the INC-28 follow-up; see our change of registered office page.
Key takeaways
- Application in INC-23 under section 13(4), with altered memorandum, minutes and Board resolution or power of attorney.
- List of creditors and debenture holders, with a declaration that no employee will be retrenched.
- Advertise in INC-26 and serve notices not more than thirty days before filing.
- No objection: order within fifteen days. Objection: order within sixty days of filing.
- Shift not allowed while an inquiry, inspection, investigation or prosecution is pending, with a resolution plan exception.
- Certified copy of the order goes in INC-28 within thirty days.
Read next
- Rule 28: shifting the registered office within the same State
- Rules 29 and 33A: change of name and new name under section 16
- How to shift a registered office from one State to another
- Section 13 of the Companies Act, 2013: alteration of memorandum
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.