Inter-State Registered Office Shifting Under Companies Act, 2013: Procedure, Forms & Timelines

Shifting of Registered Office of a Company from One State to Another State under the Companies Act, 2013 – Complete Procedure, Forms, Timelines and Practical Guide

1. Introduction

The registered office of a company is its official address for receiving all statutory communications, notices, and correspondence from regulators, shareholders, creditors, and other stakeholders. The State in which the registered office is situated forms part of Clause II (Registered Office Clause) of the Memorandum of Association (MOA).

Whenever a company proposes to shift its registered office from one State to another State, alteration of the Memorandum of Association becomes necessary. Since such alteration affects the jurisdiction of the Registrar of Companies (ROC) and may impact creditors, employees and stakeholders, the Companies Act, 2013 prescribes a detailed approval mechanism involving shareholders and the Central Government through the Regional Director (RD).

This article discusses the complete legal framework, procedural requirements, forms, timelines, practical aspects and compliance checklist for shifting the registered office of a company from one State to another State.

2. Statutory Provisions Governing Interstate Shifting

The following provisions govern the shifting of a registered office from one State to another:

Relevant Sections of the Companies Act, 2013

1. Section 12 – Registered Office of Company

2. Section 13(4) – Alteration of MOA relating to place of registered office from one State to another

3. Section 13(5) – Disposal of application by Central Government

4. Section 13(6) – Registration of order by Registrar

5. Section 13(7) – Issuance of fresh Certificate of Incorporation

6. Section 110 – Postal Ballot (where applicable)

7. Section 117 – Filing of Special Resolution

Relevant Rules

1. Rule 30 of the Companies (Incorporation) Rules, 2014

2. Rule 31 of the Companies (Incorporation) Rules, 2014

3. Secretarial Standard – 1 (Board Meetings)

4. Secretarial Standard – 2 (General Meetings)

The powers of the Central Government under Section 13 have been delegated to the Regional Directors of the Ministry of Corporate Affairs.

3. Why Companies Shift Registered Office to Another State?

Some common reasons include:

• Expansion of business operations.
• Proximity to customers and markets.
• Relocation of corporate headquarters.
• Cost optimization.
• Tax and administrative convenience.
• Better infrastructure and logistics.
• Strategic mergers and acquisitions.
• Consolidation of business activities.

4. Conditions Before Filing Application

Before initiating the process, the company should ensure:

A. No Pending Inquiry or Investigation

As per Rule 30, shifting shall not be allowed where:

• Inspection is pending;
• Investigation is pending;
• Inquiry has been initiated;
• Prosecution under the Companies Act is pending against the company.

B. Protection of Creditors

The Regional Director must be satisfied that:

• Creditors’ interests are safeguarded.
• Debenture holders are protected.
• Adequate provision has been made for discharge of liabilities.

C. Employee Interest

The company must ensure that the proposed shifting will not adversely affect employees.

5. Approval Matrix

6. Step-by-Step Procedure for Shifting Registered Office from One State to Another

Step 1: Convene Board Meeting

Issue notice of Board Meeting in accordance with Section 173 and SS-1.

The Board shall approve:

• Proposal for shifting registered office.
• Alteration of Clause II of MOA.
• Draft Notice of EGM.
• Authorisation for filing applications and forms.
• Appointment of professionals, if required.

Board Resolution to Approve

1. Shifting of Registered Office.

2. Alteration of MOA.

3. Calling of EGM.

Step 2: Convene Extra-Ordinary General Meeting (EGM)

Issue notice to members together with:

• Explanatory Statement under Section 102.
• Proposed Special Resolution.

Special Resolution

Members shall approve:

• Shifting of registered office from one State to another.
• Alteration of Situation Clause of MOA.

Step 3: File Form MGT-14

Time Limit

Within 30 days from passing Special Resolution.

Attachments

• Certified True Copy of Special Resolution.
• Notice of EGM.
• Explanatory Statement.
• Altered MOA.

Step 4: Prepare List of Creditors and Debenture Holders

The company shall prepare:

• List of secured creditors.
• List of unsecured creditors.
• List of debenture holders (if any).

Important Requirement

The list should:

• Be duly verified by Chartered Accountant in practice
• Not be older than one month from filing INC-23.
• Be certified by the Statutory Auditor.

Step 5: Newspaper Advertisement

Publish advertisement in Form INC-26.

Publication Requirement

One advertisement in:

• Vernacular newspaper of the district.
• English newspaper with wide circulation.

Timeline

Not more than 30 days before filing INC-23.

Step 6: Serve Individual Notices

Notice shall be served to:

• Creditors
• Debenture Holders.
• Registrar of Companies.
• Chief Secretary of the concerned State Government.
• Sectoral Regulators (if applicable).

Step 7: File Form INC-23 with Regional Director

Form Required

Form INC-23

(Application to Regional Director for shifting registered office from one State to another)

Major Attachments

1. Petition for shifting of Registered Office

2. Altered MOA.

3. Altered AOA (if any).

4. Certified copy of Board Resolution.

5. Certified copy of Special Resolution.

6. Minutes of EGM.

7. List of Creditors.

8. Auditor’s Certificate.

9. Affidavit verifying list of creditors.

10. Affidavit regarding no inquiry/investigation.

11. Newspaper Advertisement.

12. Proof of service of notices to Chief Secretary

13. Memorandum of Appearance.

14. Declaration regarding employee interest.

15. Latest Audited Financial Statements.

Submit a Copy of Petition for shifting of Registered Office from state to another state with all the attachments along with the copy of Form-INC-23 and Challan thereof.

7. Proceedings Before Regional Director

Where No Objection is Received

The Regional Director may dispose of the application without hearing.

Where Objections Are Received

The RD may:

• Conduct hearing.
• Direct settlement of objections.
• Seek additional documents.

Time Limit

The application is generally required to be disposed of within 60 days.

8. Filing of Order with ROC

After obtaining RD approval:

Form INC-28

The company shall file certified copy of RD Order.

Time Limit

Within 30 days of receipt of order.

Filing Required With

• Existing ROC.
• New ROC.

9. Filing of Form INC-22

After approval, file Form INC-22 for change of registered office.

Attachments

1. Ownership proof / Lease Deed / Rent Agreement.

2. Utility Bill (not older than two months).

3. NOC from owner.

4. RD Order.

5. Altered MOA.

6. Special Resolution.

Time Limit

Within 30 days.

10. Fresh Certificate of Incorporation

After satisfaction of all requirements:

The ROC of the new State issues a Fresh Certificate of Incorporation indicating the new State of registered office.

The change becomes effective only upon issuance of the fresh certificate.

11. Post-Approval Compliances

After obtaining the new Certificate of Incorporation, the company should update:

Statutory Registrations

• PAN
• TAN
• GST Registration
• IEC
• Shops & Establishment Registration
• Professional Tax Registration
• EPF
• ESIC

Banking and Business Records

• Bank Accounts
• Letterheads
• Invoices
• Website
• Sign Boards
• Contracts and Agreements
• Statutory Registers

12. Practical Issues Faced During Interstate Shifting

Common Grounds for Resubmission

1. Incorrect creditor list.

2. Auditor certification mismatch.

3. Non-service of notices.

4. Newspaper publication defects.

5. Pending prosecution not disclosed.

6. Incomplete affidavits.

7. Mismatch in MOA clause.

Professional Tip

Before filing INC-23, conduct a comprehensive due diligence of:

• MCA records.
• Annual filings.
• Regulatory compliances.

This significantly reduces the chances of RD objections.

13. Compliance Timeline at a Glance

14. Conclusion

Shifting the registered office of a company from one State to another is one of the most significant corporate actions under the Companies Act, 2013 because it involves alteration of the Memorandum of Association and a change in ROC jurisdiction. While the process appears document-intensive, proper planning, accurate creditor verification, timely publication of notices, and meticulous preparation of INC-23 substantially ease the approval process.

Companies should carefully ensure compliance with Section 13 read with Rules 30 and 31 of the Companies (Incorporation) Rules, 2014, safeguard stakeholder interests, and maintain complete documentary evidence throughout the process. Once approved by the Regional Director and registered with the ROC, the company receives a fresh Certificate of Incorporation, marking the successful completion of the interstate migration of its registered office.