Moving the registered office to another state: the approval, the notices and the filing that follows

Your company is registered in one State. The directors want the registered office in another State. Perhaps the founders have moved, the main bank is elsewhere, or the compliance work is better handled from the new city. You need to know how long this takes, what you must file, and what you must not do in the meantime.

The short answer: moving within the same city or village is a notice to the Registrar. Moving to another State is an application that the Central Government must approve. Until it approves, the move has no legal effect.

First, which kind of move is it?

There are three kinds of change, and each has its own route.

Same city, town or village. The company gives the Registrar notice of the change of situation within thirty days of the change (s.12(4), Companies Act 2013). The notice is filed in Form INC-22, with the documents used to verify a registered office (rule 27, Companies (Incorporation) Rules 2014).

Same State, but under a different Registrar of Companies. The company applies to the Regional Director in Form INC-23 (rule 28, Companies (Incorporation) Rules 2014). That is a separate route and is not covered here.

Another State or Union territory. This article. The Act says: "The alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed." (s.13(4), Companies Act 2013).

In plain words: you cannot just sign a board resolution, rent a flat in the new State and update the letterhead. The memorandum of association states the State of the registered office. Changing that State is a change to the memorandum, and the change is not valid until approved.

What you can still do today

Before you file anything, check four things.

• Is the company clean enough to be allowed to move? Rule 30 says the shift "shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act" (proviso to the confirming sub-rule of rule 30, Companies (Incorporation) Rules 2014). A second proviso, added by the Companies (Incorporation) Third Amendment Rules 2023, allows the shift where a resolution plan under section 31 of the Insolvency and Bankruptcy Code, 2016 has put the company under new management, no appeal against the plan is pending, and no inquiry, inspection or investigation is pending or started after the plan was approved (G.S.R. 790(E), in force 21 October 2023).
• Do you know your creditors? The application needs a list of every creditor and debenture holder, with the amount due to each. Start building it now (rule 30).
• Do you have a lawful office in the new State? A company must have a registered office "capable of receiving and acknowledging all communications and notices" (s.12(1), Companies Act 2013). Secure the new premises and the documents that prove your right to use them before the application goes in.
• Is anyone's employment affected? The directors must give an affidavit that no employee will be retrenched as a consequence of the shift, and the company must also file an application with the Chief Secretary of the State or Union territory concerned (rule 30). Check the facts before the directors sign.

The clock

Two clocks run, and they are easy to confuse.

• The government's clock. The Central Government "shall dispose of the application ... within a period of sixty days" (s.13(5), Companies Act 2013). That sixty days is the period the Act gives the government to dispose of the application.
• Your clock after approval. The certified copy of the order must be filed in Form INC-28 with the Registrar of the State "within thirty days from the date of receipt of certified copy of the order" (rule 31, Companies (Incorporation) Rules 2014).

The newspaper advertisement has its own timing: at least fourteen days before the date of hearing (rule 30).

Rules 30 and 31 require the fee to accompany INC-23 and INC-28 but do not state the amount. Check the current figure on the MCA portal before you file.

Step by step

1. Board meeting. The board approves the proposal, fixes the date of a general meeting and approves the explanatory statement.

2. General meeting and special resolution. A company may alter its memorandum "by a special resolution and after complying with the procedure specified in this section" (s.13(1), Companies Act 2013). The registered office also cannot be changed outside the local limits of its city, town or village except on the authority of a special resolution (s.12(5), Companies Act 2013). Keep the notice, the explanatory statement and the minutes showing the votes cast for and against, because all of them go with the application. The company must also file the special resolution with the Registrar (s.13(6)(a), Companies Act 2013).

3. Prepare the list of creditors. It must be drawn up to a date not more than one month before the application is filed. It shows names, addresses, the nature of each debt or claim and the amount (rule 30(2)). The company secretary, if any, and at least two directors (one of them the managing director, where there is one) must sign an affidavit that they have inquired into the company's affairs and believe the list is correct, and that there are no other debts or claims to their knowledge (proviso to rule 30(2)).

4. Keep the list open for inspection. A certified copy of the list must be kept at the registered office. Anyone who wants to inspect it may do so in ordinary business hours and take extracts on paying not more than ten rupees per page (rule 30).

5. File Form INC-23. The application under s.13(4) is made in Form INC-23 with the fee (rule 30(1)). The documents that go with it are:

• the memorandum and articles of association;
• the notice convening the general meeting, with its explanatory statement;
• the special resolution;
• the minutes of the general meeting, with the votes cast for and against;
• an affidavit verifying the application;
• the list of creditors and debenture holders, and an affidavit verifying it;
• proof of payment of the fee;
• a board resolution, power of attorney or vakalatnama, as the case may be.

The list is in rule 30(1)(a) to (i). The Companies (Incorporation) Amendment Rules 2023 (G.S.R. 42(E), in force 23 January 2023) also changed "documents" to "details and documents", so expect the form to ask for details as well as attachments.

6. Employee affidavit and the State government. Attach the directors' affidavit that no employee will be retrenched, and file an application with the Chief Secretary of the State or Union territory concerned. Also attach the acknowledgement of service of a copy of the application, with complete annexures, on the Chief Secretary of the State or Union territory where the registered office is situated when the application is filed (rule 30, as amended in 2023, which removed the Registrar from this service requirement).

For the Registrar, that 2023 amendment says the applicant "need not to submit separate copy of application with the Registrar" and that an intimation of the INC-23 filing "shall be shared with the Registrar through MCA system" (rule 30 as amended).

7. Advertise and serve notice. At least fourteen days before the hearing date (rule 30):

• advertise the application in Form INC-26 in a vernacular newspaper in the principal vernacular language of the district where the registered office is, and at least once in an English newspaper circulating in that district;
• serve individual notice by registered post with acknowledgement due on each debenture holder and creditor;
• serve a notice with a copy of the application, in the same way, on the Registrar, and on SEBI if the company is listed, and on the regulator if the company is regulated under a special law.

8. Deal with objections. If someone objects, the company must send a copy of the objection to the Central Government on or before the hearing date (rule 30). If nobody who was served objects, the application "may be put up for orders without hearing" (rule 30).

9. The government's order. Before confirming, the government checks that each creditor and debenture holder entitled to object has either consented, been paid, or been secured to its satisfaction (rule 30). The Act lets it satisfy itself that creditors have consented or that adequate provision or security exists (s.13(5), Companies Act 2013). It may confirm "on such terms and conditions, if any, as it thinks fit" (rule 30).

Who decides the application: the Act (s.13(4), s.13(5)) and rule 30 name the Central Government, and rule 30 says the application is "filed with the Central Government in Form No. INC.23". The 2023 amendment to rule 30 does refer to "Form no. INC-23 with the Regional Director", but we found no notification on file that delegates the section 13(4) power to the Regional Director, so we do not state who signs the order. Confirm the current routing on the MCA portal before you file.

10. File INC-28 after the order. File the certified copy of the order in INC-28 with the Registrar of the State within thirty days of receiving the certified copy (rule 31). The Act requires a certified copy of the order to be filed with the Registrar of each of the States, and says the Registrar of the State to which the office is being shifted "shall issue a fresh certificate of incorporation indicating the alteration" (s.13(7), Companies Act 2013).

What not to do

• Do not move first and apply later. Without approval the alteration has no effect (s.13(4)). Business correspondence, GST registration and bank records that show the new State do not make it effective.
• Do not skip the creditor notices. The government must ensure each creditor entitled to object has consented, been paid or been secured before it confirms (rule 30).
• Do not file the list of creditors from an old date. It must be within one month of the filing date (rule 30(2)).
• Do not start while an inquiry or prosecution is pending. The application will not be allowed (proviso to rule 30).
• Do not let the 30 days for INC-28 pass. Rule 31 sets the period.
• Do not forget to change the name board and stationery afterwards. The name and registered office address must be painted or affixed outside every office or place of business and printed on business letters and notices (s.12(3), Companies Act 2013).

What to do now

Section 12(8) of the Act sets a penalty of one thousand rupees for every day of default, up to one lakh rupees, for default "in complying with the requirements of this section", that is section 12 (for example the notice of change under s.12(4), or the name board under s.12(3)). Section 13 and rules 30 and 31 do not themselves state a penalty for a missed period, so ask a CA how a late INC-28 would be treated.

Have a CA review your facts before you act or file.

Frequently asked questions

Do we need shareholder approval to move to another State?
Yes. The memorandum is being altered, which needs a special resolution (s.13(1), Companies Act 2013).

Is the Central Government approval automatic?
No. The Act says the shift has no effect unless approved (s.13(4)). The government can ask whether creditors have consented or been paid or secured (s.13(5); rule 30).

Can a company shift if there is an investigation against it?
Not under the general rule: the shift is not allowed if an inquiry, inspection or investigation has begun, or a prosecution is pending (proviso to rule 30). The 2023 amendment carves out companies taken over under an approved insolvency resolution plan, subject to its conditions.

How long will it take?
The Act gives the government sixty days to dispose of the application (s.13(5)). Add the time for the meetings, the creditor list, notices and the advertisement before filing, and the filing with the Registrar after the order.

How much does it cost?
Check the current fee for INC-23 and INC-28 on the MCA portal; rules 30 and 31 say only that the fee accompanies the form. Newspaper costs are in addition.

What if we only change the address inside the same State?
Within the same city, town or village, it is a notice in Form INC-22 (s.12(4); rule 27). Across Registrar jurisdictions in the same State, it is an application in Form INC-23 to the Regional Director (rule 28).

---

See Also

• Company shown Active non-compliant, what is blocked?
• Finance Act 2026: changes that touch a private company's directors
• Do we still collect 0.1% TCS on sales above ₹50 lakh?