Shifting of Registered Office from One State to Another

Let’s Start The Conversation.

Required Documents

  • Copy of Memorandum & Articles of Association (MOA & AOA)
  • Board Resolution and Shareholders’ Resolution
  • Altered MOA reflecting the new state address
  • List of Creditors and Debenture Holders
  • Declaration by Directors and Key Managerial Personnel
  • Newspaper Advertisement (in English and Vernacular language)
  • Proof of New Registered Office (Lease Agreement/Ownership Document)
  • Utility Bill of New Address (not older than 2 months)
  • NOC from the Owner of the Premises
  • Affidavit and Declaration verifying correctness of documents
Advantage

Process of Shifting Registered Office

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FAQs

It means relocating the company’s official address as recorded with the ROC to another state or jurisdiction.

It is governed by Section 13 of the Companies Act, 2013.

Common reasons include business expansion, cost benefits, proximity to clients, or better infrastructure.

Yes, a special resolution passed by shareholders is mandatory.

It is used to file the special resolution passed by the company for shifting the registered office.

Form INC-23 is filed with the Regional Director seeking approval for the shift of registered office from one state to another.

Yes, the company must publish a notice in an English and vernacular newspaper and also serve notices to creditors.

It generally takes 30–60 days, depending on documentation and response from stakeholders.

No, RD approval is mandatory when shifting the registered office from one state to another.

It is filed to intimate the ROC about the order received from the Regional Director.

It is used to update the company’s new registered office address with the ROC.

Yes, the company must obtain or declare that no creditor’s interest will be adversely affected.

Yes, but that process is simpler and doesn’t require RD approval.

Yes, the “Registered Office Clause” in the MOA must be altered to reflect the new state.

The company can rectify the issues and reapply with correct documentation.

Yes, standard ROC filing fees apply for each form and process.

Yes, since the ROC jurisdiction changes, the first few letters of the CIN will be updated.

Yes, the company can continue its operations while awaiting approval.

The company must disclose them in its application; they do not necessarily stop the process.

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