Change of Registered Office from One State to Another – Complete 2026 Guide

Important Keywords: Change of Registered Office from One State to Another, Section 13(4) Companies Act 2013, INC‑23 filing procedure, RD approval for registered office change, INC‑28 filing timeline, INC‑22 after RD approval, Newspaper notice INC‑26, Shift registered office to another state.

Words: 2,676, Read time: 14 minutes.
Last Updated: February 2026 (As per latest MCA amendments)

Overview

The registered office of a company is one of its most important legal requirements. Just like water is essential for human life, a registered office is essential for a company to exist and operate legally.

Under the law, many compliances are important, but the registered office has special importance because it is the official address of the company. All communications from the government and other authorities are sent to this address. Without a registered office, it becomes difficult for anyone to communicate with the company or take necessary legal action.

This blog provides a simple and complete guide for companies that want to change their registered office from one state to another. It explains the steps that should be followed when a company plans such a change, especially for business growth or operational needs.

We have tried to cover every important point to help you avoid common mistakes and difficulties during this process. This blog explains the step-by-step procedure, documents required, checklist, and also the penalties applicable if a company changes its registered office but fails to inform the ROC within the prescribed time limit.

After a detailed practical analysis, we have explained below the brief and clear process for shifting the registered office from one state to another.

"Shifting a registered office from one state to another is governed by Section 13(4) of the Companies Act, 2013. It requires alteration of the Memorandum of Association, approval of the Regional Director, newspaper publication, and filing of Forms MGT-14, INC-23, INC-28, and INC-22 within prescribed timelines."

Process for shifting registered office from one state to another

The compliances for change of registered office from one state to another state are as follows:

1st step:

• Send the Board Meeting notice, agenda, and related notes to all Directors at least seven days before the meeting.

2nd Step:

Call a Board Meeting to discuss shifting the registered office and pass a decision.

• Decide the date, time, and place of the Extraordinary General Meeting (EGM).
• Approve the notice for the Extraordinary General Meeting.
• Give authority to the Company Secretary (CS) or a Director to apply to the Regional Director (RD) to change Clause II of the Memorandum of Association.

Give authority to the Directors to make sure that:

• creditors and debenture holders (if any) give their consent, or
• proper arrangements are made to pay their dues or provide security, as per law

3rd step:

Send the notice of the General Meeting to all members along with:

• Explanatory Statement (Section 102)
• Proxy Form
• Route Map
• Attendance Slip

The notice must be sent at least 21 clear days before the meeting. However, an Extraordinary General Meeting (EGM) can be held earlier if 95% of shareholders agree.

4th step:

Call and Hold Extra ordinary General Meeting and Pass the Special Resolution approving the shifting subject to the approval of the RD.

5th step:

File Form MGT-14 with ROC within 30 days of passing of special resolution with the following attachments:

• Copy(s) of Special Resolution(s) along with copy of explanatory statement under section 102.
• Altered MOA.

6th step:

Before filing Form INC‑23 with the Regional Director for approval to shift the registered office, the company must publish a notice inviting objections. This notice should be in the prescribed Form INC-26:

The notice must be published:

• It must be published in at least one vernacular (local language) newspaper in the district where the registered office is located.
• It must also be published in at least one English newspaper circulating in the same district.
• The notice should allow at least 21 days for any objections from persons whose interests may be affected.

7th step:

Prepare the list of employees.

8th step:

Prepare an Application in and all relevant annexure to be filled with the REGIONAL DIRECTOR for seeking approval for shifting of the registered office from one state to another.

9th step:

Send a copy of the application with complete annexure to the REGISTRAR (ROC) and CHIEF SECRETARY OF THE STATE where the registered office is situated at the time of filing the application and obtain acknowledgment for sending the notice.

10th step:

For shifting the registered office from one state to another, the company must obtain approval under Section 13(4) of the Companies Act, 2013 by submitting the original application along with all necessary annexures to the Regional Director (RD), as the Central Government’s power under this section is delegated to the RD.

11th step:

Form-INC-23 should be filed along with the fee and the following documents:-

• A copy of MOA and AOA.
• Certified True Copy of Board Resolution.

12th step:

• Give serial numbers to the petition and attachments.
• Upload the scanned petition in Form INC-23.
• Submit the hard copy to the Regional Director in Form GNL-1.

13th step:

After verification, a hearing will be held at the RD office.
The company, professional, or advocate can attend the hearing.
Creditors and company representatives can also attend before the order is issued.

14th step:

The Regional Director will make an order confirming the alteration on such terms and conditions, if any, as it thinks fit, and may make such order as to costs as it thinks proper.

15th step:

File e-form INC-28 with ROC along with following Documents:

• Confirmation given by Central Government for change of registered office.

16th step:

File e-form INC-22 with ROC along with following Documents:

• Registered document of the title of the premises of the registered office in the name of the company,
• Notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
• Permission from the owner or person in charge of the building, along with proof that they own or occupy it, allowing the company to use it as its registered office.
• A recent utility bill (like electricity, gas, or phone) showing the address of the building in the owner’s name or as applicable, not older than 2 months.
• The list of all other companies with their CIN that share the same address as their registered office.
• NOC from the owner of premises.
• If the documents are in order, the Registrars of both states will approve the forms, update the registered office in their records, and issue a fresh Certificate of Incorporation reflecting the new state after approval and verification.

17th step:

After getting the Certificate of New Incorporation:

• Change the state in the Memorandum of Association (MOA) in all copies.
• Update the new address on all stationery, banners, signboards, bills, invoices, etc.
• Inform shareholders, debenture holders, and other concerned persons about the new
• address.
• Make necessary changes in the company’s letterheads, books, and records.
• Update the new address in PAN and TAN.
• Inform all government departments, banks, customers, and others wherever required

Board → EGM → Special Resolution → MGT‑14 → Newspaper → INC‑23 → RD Approval → INC‑28 → INC‑22 → New COI.

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Compliance Snapshot Table

Particular	Requirement
Governing Section	Section 13(4)
Approval Authority	Regional Director
Special Resolution	Required
INC‑23 Filing	After newspaper publication
INC‑28	Within 30 days of RD order
INC‑22	Within 30 days
MOA Alteration	Mandatory

Checklist To Shift Registered Office From One State To Other

Following is the checklist for changing Registered Office from one state to another, Below are the documents required:

Basic Company Documents

• Copy of MOA and AOA.
• Certified copy of Board Resolution.

Meeting Related Documents

• Copy of General Meeting Notice with Explanatory Statement.
• Copy of Special Resolution passed by members (attendance sheet if available).
• Copy of Minutes of the General Meeting showing votes for and against the resolution.

Affidavits

• Affidavit verifying the application (on stamp paper, notarized).
• List of creditors and debenture holders who can object.
• Affidavit verifying the list of creditors (on stamp paper, notarized).
• Affidavit confirming no retrenchment of employees.
• Affidavit confirming publication of newspaper notice.
• Affidavit verifying the list of employees (on stamp paper, notarized).
• Affidavit proving that notice was sent to the Chief Secretary.

Fees & Advertisement

• Proof of payment of application fee.
• Copy of newspaper advertisement.

Authorization Documents

• Memorandum of appearance and Board Resolution authorizing CS/CA/Advocate.
• Copy of Board Resolution / Power of Attorney / Vakalatnama in favor of the professional.
• Board Resolution authorizing the Director to submit the petition.

Financial Documents

• Copy of latest audited balance sheet and profit & loss account with auditor’s and director’s report.

Mandatory Compliances for Change of Office from One State to Another State

The following are the requirements for changing your registered office from one state to another:

• The company’s board needs to meet and decide to Call and Hold Extraordinary General Meeting (EGM). At that meeting, the members pass a special resolution to update the company’s Memorandum of Association (MOA).
• The company needs to pass a special resolution at the EGM to move its registered office to another state and update its MOA.
• Within 30 days of passing the special resolution to change the registered office and update the MOA, the company needs to file Form MGT-14 with the ROC.
• The company files Form INC-23 with the Regional Director to get the green light (Approval) from the Central Government before shifting its registered office and updating the MOA.
• Before filing INC-23:
  • Publish notice in one English newspaper and one local language newspaper.
  • Send notice to creditors, debenture holders, and depositors.
  • This is so that anyone who might be affected has a chance to raise objections. The law gives them 21 days from the date of the notice to do this.
• If no objections are raised, the application for a change in the registered office will be decided by the central government within sixty (60) days.
• After receiving the Central Government’s/Regional Director’s approval for changing the registered office, the company must file Form INC‑28 with the Registrar of Companies (ROC) in both the old and new states within 30 days of receiving the certified order.

Along with form INC-23, you need to provide the following documents.

• A copy of the MOA showing the suggested changes.
• Minutes from the EGM where the change to the MOA was approved.
• A copy of the Board resolution, or if needed, a signed Power of Attorney (Vakalatnama).
• The list of all debenture holders and creditors, together with the amount owed to each of them for claims, obligations, or liabilities.
• A statement signed by at least two directors and the Company Secretary confirming that the list of creditors is complete and no other amounts are owed.
• A statement confirming that no employees will lose their jobs because of the change in the registered office.

Filing of Form INC-28

After the Regional Director approves the change, the company must file Form INC-28 with the Registrar of Companies (ROC) within 30 days of receiving the approval order. A certified copy of the Regional Director’s order must be attached with the form.

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Penalty (Interstate Shift of Registered Office)

For shifting the registered office from one state to another under Section 13(4) of the Companies Act, 2013, the Act does not provide a separate specific penalty in that section itself.

However, penalties may arise under the following provisions if compliance is not properly done:

Section 12(8) – If the company fails to comply with provisions relating to the registered office, the company is liable to a penalty of ₹1,000 per day (subject to maximum limits), and every officer in default is also liable.

Section 450 – If no specific penalty is provided elsewhere, a general penalty may apply (fine up to ₹10,000 and additional fine for continuing default).

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Conclusion

In this article, you learned how to change a company’s registered office from one state to another. As you saw, this process takes time and must be followed carefully to meet all legal requirements. The article explains the rules under the Companies Act, 2013, along with the mandatory compliances that apply in such cases. Our aim is to give you clear and complete understanding of this process. This guide is useful for anyone who wants to understand or carry out a registered office change.

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Disclaimer: Hey! Just you know, everything on this blog is for your information only. The opinions are the authors’ own and might not match what Finodha.in thinks. We try our best to be accurate, but we can’t promise everything is 100% correct or complete. Whatever you do based on this blog is your own responsibility, so it’s always smart to check with a professional before making any decisions.

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