Inter-State Registered Office Shift: INC-23 Process, RD Approval & Fees

Overview

Every company has exactly one registered office, and the state named in its memorandum of association decides which Registrar of Companies supervises it, which Regional Director hears its applications, and — more practically than founders expect — which state stamp-duty, Shops & Establishment and professional-tax regimes its paperwork lives in. When a business genuinely relocates — the founders move, the factory opens in another state, the holding company wants its subsidiaries in one jurisdiction — the registered office has to follow, and the law treats a move across a state border as one of the heavier corporate actions a company can take.

That is because an inter-state shift alters the MOA itself. The state clause is one of the five clauses of the memorandum, and Section 13(4) of the Companies Act, 2013 says the alteration "shall not have any effect" unless it is approved by the Central Government — a power delegated to the Regional Director. This is not a rubber stamp. The RD process includes public advertisement, individual creditor notices, a formal objection window, and a hearing if anyone objects. The state is effectively asking: does anyone have a reason this company should not be allowed to move its legal home?

Most shifts go through without drama. The ones that stall usually stall for predictable reasons — creditors who were never properly notified and surface at the hearing, an inquiry or prosecution pending against the company (which bars the shift outright), or the classic sequencing error of filing INC-23 before the newspaper compliances are complete. This guide walks the full route so the shift is planned once and executed once.

Is an Inter-State Shift Right for Your Company?

A good fit when: the business has genuinely relocated — founders, key operations or the controlling shareholder now sit in another state; the company wants to be under a single ROC with its group companies; a merger, demerger or acquisition makes the old jurisdiction administratively awkward; or the company is moving from a state whose compliance costs (stamp duty, professional tax, Shops & Establishment) are materially higher to a leaner one.

Consider alternatives when: the move is only about a branch or factory — a branch office needs no MOA alteration; only the registered office's state matters. When the company has pending litigation, tax demands or creditor disputes, shifting looks like evasion to an RD and invites objections; settle first, shift later. And when the real goal is a tax saving, confirm with your tax advisor that the registered office's state actually changes anything — for most companies, GST and income-tax jurisdiction follow the place of business, not the registered office.

What Must Be Decided Before You File

The destination, precisely. The special resolution must name the state to which the office is moving — "somewhere in the NCR" is not a resolution. Pin down the exact address too, because INC-22 to the new ROC will need proof of the new premises (lease deed, utility bill not older than two months) at the end of the process.

The timing. The full process runs 3 to 6 months. If the company has ROC filings, AGMs, audits or loan covenants falling due in that window, schedule around them — a company mid-shift should not be filing an annual return that describes an office it is leaving.

The creditor position. List every creditor, debenture holder and depositor, because each one gets an individual notice and 21 days to object to the RD. A company with an unsettled lender or a disputed vendor claim should clear or settle it before starting; a live objection at the RD hearing is the single most common cause of delay.

The shareholder arithmetic. A special resolution needs 75% of votes cast. In a closely held company, confirm the votes exist before you call the EGM — discovering a dissenting 30% at the meeting wastes the entire newspaper-and-notice run-up.

The Three Tiers of Registered-Office Shifts — Know Which One You Are On

Prospects often search for "registered office change" without realising the law has three completely different procedures depending on how far the office moves. Getting the tier right is the first decision; filing the wrong route's forms is the most common avoidable error in this area.

Tier 1 — Within the local limits of the same city, town or village

The lightest route. A board resolution is enough — no shareholders' meeting, no government approval. File Form INC-22 with the ROC within 30 days of the board resolution under Section 12(4), attaching proof of the new address (lease or conveyance deed with rent receipts, utility bill not older than two months, and the owner's authorisation if the premises are not the company's own). This is the route for moving from one floor of a business centre to another, or from Janakpuri to Rohini within Delhi.

Tier 2 — Outside local limits, but within the same state and same ROC

Now a special resolution is required under Section 12(5) — the shareholders must approve the move. File MGT-14 for the special resolution within 30 days, and INC-22 within 30 days of the resolution. No Regional Director is involved and the MOA's state clause is untouched, because the state has not changed.

Tier 3 — From one ROC's jurisdiction to another (same state), or from one state to another

This is the heavy route and the subject of this page. Moving between two ROC jurisdictions within the same state needs RD confirmation under the proviso to Section 12(5) read with Rule 28; moving across a state border additionally alters the MOA's state clause and needs RD confirmation under Section 13(4) read with Rule 30. Both travel through Form INC-23, with newspaper advertisements, creditor notices, and the full objection machinery described below. The inter-state variant additionally ends with a fresh certificate of incorporation and a new CIN from the new ROC.

The trap between tiers: companies moving from, say, Mumbai to Pune sometimes assume Tier 2 because "it's the same state" — but if the two cities fall under different ROCs (Mumbai and Pune are both under ROC Mumbai in Maharashtra, so Tier 2 applies; but a move from Kanpur to Lucknow crosses from ROC Kanpur to ROC Lucknow and needs Tier 3). Always check the ROC jurisdiction map, not just the state map.

Advantages of Shifting the Registered Office Inter-State

1. One jurisdiction for the whole group

Groups with subsidiaries scattered across ROCs spend real money and management time tracking different filing cultures, different resubmission habits, and different processing speeds. Consolidating the registered offices under one ROC — and one Regional Director — turns multi-state compliance into a single-state routine.

2. The business and its legal home stop disagreeing

ROC notices, income-tax scrutiny letters, GST correspondence and bank KYC all go to the registered office. When the real office is in Bengaluru and the registered office is still in Chennai, notices sit unopened at an address nobody visits — and "we never received it" is not a defence. A shift ends the gap between where the company is and where the law thinks it is.

3. Access to the new state's industrial incentives

States compete for industry with stamp-duty remissions, capital subsidies and single-window clearances that are typically available only to companies with a registered office in the state. Shifting is sometimes the compliance step that makes the company eligible for an incentive the business has already commercially earned.

4. A cleaner cap table story for investors

Investors doing due diligence notice a registered office in a state where the company has no presence. It raises questions about substance — and in regulated sectors, about whether the company is shopping for a lenient regulator. A registered office that matches the operating reality reads as honest paperwork, which is what investors want to see.

5. Consolidation after restructuring

Mergers, demergers and share acquisitions routinely leave the surviving entity with a registered office chosen for the old structure. Shifting the office to the acquirer's home state is standard post-deal housekeeping, and RDs are familiar with it — a shift "pursuant to the scheme of amalgamation" is one of the smoothest reasons you can put in INC-23.

6. Operational cost and talent logic

Some shifts are simply about rent, talent and logistics — moving the registered office to the city where the management team actually sits. The law does not require the reason to be strategic; "administrative convenience and operational efficiency" is a perfectly acceptable reason in the INC-23 application, and it is the most common one filed.

Documents Required

Corporate approvals: board resolution proposing the shift and authorising the EGM; EGM notice with Section 102 explanatory statement; certified true copy of the special resolution; minutes of the EGM with the vote count for and against.

MOA and filings: altered memorandum of association (state clause); MGT-14 filing with its SRN; affidavit verifying the INC-23 application; affidavit verifying the creditor list.

Creditor pack: list of creditors and debenture holders drawn up to a date not more than one month before the INC-23 filing, with names, addresses, and the nature and amount of each debt; copies of the individual notices (INC-27) served on each of them; copies of the newspaper advertisements (INC-26) in English and the vernacular language of the district.

Premises and identity: proof of the proposed new registered office (lease deed or ownership proof, utility bill not older than two months, owner authorisation); board resolution or power of attorney authorising the person signing the application; challan for the INC-23 filing fee.

The INC-23 Process — Step by Step

Step 1 — Board meeting

Convene the board on at least 7 days' notice under Section 173. The board approves the proposal to shift, approves the draft altered MOA (state clause), approves the EGM notice and explanatory statement, and authorises a director or the company secretary to make the applications. The explanatory statement should state the reasons for the shift plainly — RDs read them, and a vague statement ("for better prospects") invites queries.

Step 2 — EGM and special resolution

Hold the extraordinary general meeting on at least 21 clear days' notice under Section 101 and pass the special resolution under Sections 12(5) and 13(4), making the alteration expressly "subject to the confirmation of the Regional Director." Record the minutes under Section 118 with the number of votes cast for and against — the RD will ask for them.

Step 3 — File MGT-14 within 30 days

File Form MGT-14 with the existing ROC within 30 days of the resolution under Section 117, attaching the EGM notice, explanatory statement, certified resolution, minutes extract and altered MOA. Keep the SRN — it travels into the INC-23 application.

Step 4 — Newspaper advertisement (INC-26)

Not more than 30 days before filing INC-23 with the RD, advertise in Form INC-26 in a vernacular newspaper in the principal language of the district where the registered office is situated and in an English newspaper — and, as a matter of practice, in the district of the proposed new office too. Serve a copy of the advertisement on the Central Government immediately. Keep dated copies of both publications; the RD checks the dates.

Step 5 — Individual notices to creditors (INC-27)

Serve individual notices on every debenture holder, depositor and creditor, stating the matter of the application and that anyone whose interest may be affected can intimate the RD of their objection, with a copy to the company, within 21 days of publication or service. The creditor list must be drawn up to a date not more than one month before the INC-23 filing. If no objection reaches the RD within 21 days, the person is deemed to have consented.

Step 6 — File INC-23 with the Regional Director

File Form INC-23 with the RD of the region where the company is currently registered, with the fee, accompanied by the MOA and AOA, the EGM notice and explanatory statement, the special resolution, the minutes with vote counts, the verifying affidavits, the creditor list, and the board resolution or vakalatnama authorising the applicant. Disclose in the form whether any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending — a pending one bars the shift entirely, and concealing it is a separate offence.

Step 7 — The RD's consideration and hearing

The RD considers the application and any objections received. If objections are filed, the RD holds a hearing — the company answers the objector, typically by showing the debt is provided for, secured, or disputed on bona fide grounds. An RD satisfied on the merits passes a confirmation order; one who is not can reject the application. Expect 6 to 10 weeks from a complete filing to the order, longer if there is a contested hearing.

Step 8 — File INC-28 with both ROCs within 30 days

File a certified copy of the RD's order in Form INC-28 with the Registrar of each of the states — the old ROC and the new ROC — within 30 days of the order, in the prescribed manner, under Section 13(7). This is the step companies most often fumble: the RD's order is not the end of the process, it is the permission to complete it.

Step 9 — New ROC registration, fresh certificate, new CIN

The Registrar of the state to which the office is shifted registers the documents and issues a fresh certificate of incorporation indicating the alteration. The certificate is conclusive evidence that the requirements have been complied with, and the shift takes effect from its date. The company gets a new CIN reflecting the new ROC — the old CIN retires.

Step 10 — File INC-22 with the new ROC

File Form INC-22 with the new ROC giving notice of the situation of the registered office at the new address, with the address proofs. Then run the downstream updates: GST (amendment of registration), PAN/TAN records, bank accounts, Shops & Establishment, professional tax, FSSAI and other licences, and every contract that names the old registered office.

How Long Does It Take?

| Stage | Typical timeline | |---|---| | Board meeting → EGM → special resolution | 3–4 weeks | | MGT-14 filing | Within 30 days of the resolution | | Newspaper + creditor notices (21-day objection window) | 4–5 weeks | | INC-23 filing → RD order | 6–10 weeks (longer if objections are contested) | | INC-28 with both ROCs | Within 30 days of the RD order | | Fresh certificate + new CIN → INC-22 | 2–4 weeks | | Total, clean filing | 3–6 months |

A contested creditor objection can add 1–3 months. An incomplete INC-23 (missing affidavits, stale creditor list, advertisement older than 30 days) gets returned and the clock restarts.

Fees and Packages

MCA filing fees for MGT-14, INC-23 and INC-28 follow the standard slabs based on authorised capital; the newspaper advertisements (two papers, sometimes in two districts) and the affidavit and notice costs are the visible out-of-pocket items beyond the filings. As a practice indication, professional fees for a clean inter-state shift typically sit in the ₹40,000–₹1,00,000 band plus government fees and publication costs, rising where creditor objections need answering or a hearing needs representation. Get a fixed-fee quote that names every form in the route — MGT-14, INC-23, INC-28, INC-22 — before you start; a quote that stops at INC-23 is a quote for half the job. [NEEDS VERIFICATION: confirm current MCA fee slabs for INC-23/INC-28 and the Section 13(11) penalty figures against the live MCA schedule at publish time.]

How ComplyKart Helps

Consulting: We confirm the tier before you spend anything — including the cases where a Tier 1 or Tier 2 route does the job and the RD process is unnecessary. Documents: Drafted special resolutions, Section 102 explanatory statements, altered MOA, creditor-list compilation, affidavits, INC-26 advertisement text and INC-27 notices. Filing: MGT-14, INC-23 and INC-28 prepared and filed with SRN tracking through the RD's order, including hearing representation where objections are filed. Follow-up: Fresh certificate of incorporation, new CIN, INC-22 with the new ROC, and a downstream-update checklist for GST, PAN, banks and licences.

What we do not do: We do not file INC-23 while an inquiry, inspection, investigation or prosecution is pending against the company — the law bars the shift and we will not pretend otherwise. We do not skip creditor notices, however "friendly" the creditors are. We do not backdate board or EGM minutes.

What Happens After the Shift

Within 30 days of the RD's order: INC-28 filed with both ROCs; fresh certificate of incorporation received from the new ROC; new CIN noted. Within 60 days: INC-22 filed with the new ROC; GST registration amended; bank accounts and signatories updated to the new address and CIN. Within 6 months: PAN/TAN records, Shops & Establishment, professional tax, FSSAI and sectoral licences updated; contracts, invoices and letterheads carrying the new registered office; the statutory registers reflecting the new jurisdiction. The old ROC transfers the company's records to the new ROC — confirm the transfer is complete before treating the old jurisdiction as closed.

Recurring Compliance

An inter-state shift does not create new recurring filings, but it moves every existing one: the annual return (MGT-7), financial statements (AOC-4), DIR-3 KYC, BEN-2 and DPT-3 now go to the new ROC, and the new CIN must be quoted on every filing, invoice and correspondence from the certificate date. If the company holds licences that are state-specific — Shops & Establishment, professional tax enrolment, state VAT-era registrations — each needs a fresh registration in the new state, not merely an amendment.

Inter-State Shift vs the Alternatives

| Option | When it fits | Cost and time | |---|---|---| | Tier 1 — same city move (board + INC-22) | Office moves within the city | Days; minimal cost | | Tier 2 — same state, same ROC (special resolution + INC-22) | Office moves city within the state | 3–5 weeks | | Tier 3 — inter-state (this page) | Genuine relocation across a state border | 3–6 months; RD process | | Branch office in the new state | Operations move but legal home stays | No MOA change; register the branch for GST/Shops & Establishment | | Incorporating a new company | The old company carries liabilities you want to leave behind | Fresh incorporation; the old company needs winding up or strike-off |

Common Mistakes

Filing INC-23 before the notices are done. The advertisement must be not more than 30 days before the INC-23 filing, and the creditor list not more than one month old. File early and the RD returns the application; the notices must then be redone because they have gone stale.

Treating the RD's order as the finish line. The shift has no legal effect until the new ROC registers the order and issues the fresh certificate. Companies that start using the new address on contracts before the certificate date create a paper trail the law does not recognise.

Forgetting the deemed-consent rule cuts both ways. Silence from creditors after 21 days is consent — but only if the notice was actually served on the right address. Serving a notice on a creditor's old address and claiming deemed consent is the kind of thing that surfaces at the hearing.

Moving with skeletons in the cupboard. A pending inquiry, inspection, investigation or prosecution bars the shift. The INC-23 form asks the question directly; answering it honestly and getting rejected is better than answering it dishonestly and facing a false-statement prosecution.

Penalties

Failing to file INC-22 within 30 days of the change attracts Section 12(8): a penalty of ₹1,000 for every day of default on the company and every officer in default. Defaults in the Section 13 process itself — including failing to file the RD's order with both ROCs in time — attract the Section 13(11) penalty framework. [NEEDS VERIFICATION: confirm the current Section 13(11) penalty figures against the bare Act as amended at publish time.] Persistent failure to maintain a reachable registered office can also invite strike-off proceedings under Section 248 — the ROC's notices go to the registered office, and unanswered notices are how strike-offs begin.

Frequently Asked Questions

1. What is the legal basis for shifting a registered office from one state to another? Section 13(4) of the Companies Act, 2013 read with Rule 30 of the Companies (Incorporation) Rules, 2014. The alteration of the MOA's state clause needs confirmation by the Regional Director on an application in Form INC-23.

2. Is a special resolution required for an inter-state shift? Yes. Sections 12(5) and 13(4) both require the shareholders' authority by special resolution — 75% of votes cast — and the resolution must make the alteration subject to the Regional Director's confirmation.

3. What is Form INC-23? The application to the Regional Director seeking approval to shift the registered office from one state to another (or from one ROC jurisdiction to another within the same state), filed under Sections 12(5)/13(4) with the fee and the prescribed attachments.

4. What newspapers must carry the advertisement? Form INC-26: a vernacular newspaper in the principal language of the district where the registered office is situated and an English newspaper, published not more than 30 days before the INC-23 filing, with a copy served on the Central Government immediately.

5. Who must receive individual notices? Every debenture holder, depositor and creditor of the company, in Form INC-27, stating that objections may be sent to the Regional Director (with a copy to the company) within 21 days of publication or service.

6. What happens if a creditor objects? The RD holds a hearing. The company can answer by showing the debt is provided for, secured, or genuinely disputed. An unanswered, legitimate objection can sink the application; a settled or secured debt usually does not.

7. What if no creditor responds within 21 days? The person is deemed to have consented to the shift. But deemed consent only works if the notice was properly served — the RD checks service.

8. Can the shift proceed if an investigation is pending against the company? No. The shifting of registered office is not allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending under the Act.

9. How long does the Regional Director take to decide? Typically 6 to 10 weeks from a complete INC-23 filing. A contested hearing adds weeks; an incomplete application gets returned and restarts the clock.

10. What is filed after the RD passes the order? A certified copy of the order in Form INC-28 with the Registrar of each of the states (old and new ROC) within 30 days of the order, under Section 13(7).

11. Does the company get a new CIN? Yes. The Registrar of the new state registers the documents and issues a fresh certificate of incorporation indicating the alteration, carrying a new CIN that reflects the new ROC.

12. When does the shift legally take effect? From the date of the fresh certificate of incorporation issued by the new ROC — not from the board resolution, the EGM, or the RD's order.

13. What is the difference between INC-22 and INC-23? INC-22 is the notice of the situation or change of situation of the registered office, filed with the ROC. INC-23 is the application to the Regional Director seeking approval for the shift. An inter-state shift needs both, in that order.

14. Does the MOA need to be altered for an inter-state shift? Yes. The state named in the MOA changes, so the state clause is altered under Section 13 and the altered MOA travels with the MGT-14 and INC-23 filings.

15. Can a listed company shift its registered office inter-state? Yes, through the same Section 13(4) process, with the additional SEBI and stock-exchange intimations that listed-company compliance requires.

16. What if the RD rejects the application? The company can address the grounds of rejection and re-apply, or seek legal advice on a writ remedy. In practice, most rejections trace to curable defects — stale notices, incomplete creditor lists, or unanswered objections.

17. Do employees need to be notified? The Act does not require employee notices for the shift itself, but Shops & Establishment, professional tax and PF/ESI registrations in the new state will need the establishment's details, so HR should be in the loop early.

18. What happens to pending ROC filings during the shift? Filings due during the transition should be completed with the old ROC before the shift takes effect where possible; after the fresh certificate, all filings go to the new ROC quoting the new CIN.

19. Can the registered office be a residential address in the new state? Yes, if the company has the right to use it — ownership proof or a lease/rent agreement with the owner's authorisation, plus a utility bill not older than two months, is what the ROC verifies in INC-22.

20. Should we shift the registered office or just open a branch in the new state? If operations move but the legal home can stay, a branch is cheaper and faster — no MOA alteration, no RD. Shift the registered office when the company's centre of gravity has genuinely moved and the compliance jurisdiction should follow it.

Sources & How We Keep This Page Accurate

This page is built from the Companies Act, 2013 (Sections 2(76), 12(4), 12(5), 12(8), 13(4), 13(7), 101, 102, 117, 118, 173), the Companies (Incorporation) Rules, 2014 (Rules 27–30 — INC-22, INC-23, INC-26, INC-27, INC-28), the MCA's delegation of Central Government powers to Regional Directors, and the Companies (Management and Administration) framework for MGT-14. We re-check the MCA fee schedule and filing forms each quarter and update this page when the law changes.

Verification register: 20 claims checked against primary and secondary sources on 2026-10-12. [NEEDS VERIFICATION]: Section 13(11) penalty figures against the current bare Act text as amended; MCA fee slabs for INC-23/INC-28 at publish time; Rule 30 vs Rule 28 numbering after the 2017 second-amendment renumbering (substance verified, numbering to be confirmed against the current rules compilation); professional fee bands (practice indication).

Schema Markup Plan

Service + FAQPage (20 Q&As) + HowTo (10-step INC-23 process) + BreadcrumbList + GovernmentService. Annotate the three-tier route selector as conditional HowTo branches and the 21-day objection window as a time-bound step where the schema supports it.