A company can move its registered office from one state to another, but it is the most involved of the registered office changes because it alters the memorandum and moves the company to a different Registrar of Companies. It needs four things in sequence: a special resolution of the shareholders, a public notice and notice to creditors, an order from the Regional Director approving the shift, and then filings with the Registrar to record the order and the new address. Until the Registrar of the new state registers the change, the old address remains the registered office.
This post explains why each step exists and what to plan for. For the practical filing case by case, see our registered office change service, which also covers moves within a city or a state.
Why an inter-state move is treated differently
A company’s memorandum states the state in which its registered office is situated. Moving to another state therefore changes the memorandum, and under section 13(4) of the Companies Act, 2013, that change needs central government approval, which is exercised by the Regional Director.
The reason for the extra scrutiny is the people who deal with the company locally. Creditors, employees and the state government in the old state may be affected when the company’s legal home leaves. The procedure gives each of them a chance to object before approval.
The sequence
- Board meeting. The board approves the proposal, the new address and the draft alteration of the memorandum, and calls a general meeting.
- Special resolution. Shareholders pass a special resolution to alter the registered office clause. The resolution is filed with the Registrar in Form MGT-14.
- Public notice. The company advertises the proposed shift in a newspaper in the local language of the district, and in an English newspaper circulating in the state, where its registered office currently is.
- Notice to creditors and debenture-holders. Each creditor and debenture-holder receives individual notice of the application.
- Notice to the state and the Registrar. Copies go to the Registrar and to the Chief Secretary of the state the company is leaving.
- Application to the Regional Director in Form INC-23, with the resolution, the notices, a list of creditors and declarations. The INC-23 form requires the company to declare that it has its creditors’ consent to the shift or has made provision for paying them.
- Objections and hearing. Anyone affected can object to the Regional Director. If there are no objections, the application can be decided without a hearing. If there are, the Regional Director hears the company and the objectors.
- Order. The Regional Director approves the shift, with or without conditions, or rejects it.
- Filing the order in Form INC-28 with the Registrar, within the time the rules allow after the order.
- Form INC-22 for the new registered office address, within 30 days.
The Registrar of the new state then registers the change. Check with your adviser the date from which the shift takes effect for your company.
What the Regional Director looks at
In practice the Regional Director is asking whether the move harms anyone who has a claim on the company. The points that slow applications down are:
- Unpaid creditors who object. Settle or secure them before filing, or get their written consent.
- Employees. The company is usually asked to confirm that no employee will be retrenched because of the move.
- Pending proceedings. Any inquiry, inspection or investigation pending against the company is relevant, and has to be disclosed.
- Defaults in filings. A company with overdue annual filings should clear them first. An application from a non-compliant company invites questions.
Planning points
- Do not let the lease run out. The old registered office has to remain functional until the new Registrar registers the shift. If the old lease ends first, the company is in breach in the meantime.
- Have the new address ready. The utility bill, rent agreement or ownership proof and the owner’s no-objection letter for the new premises will be needed for INC-22, and the bill must be recent when you file.
- Check the stationery date. Letterheads, invoices, the website and the name board switch to the new address only once the change is effective.
- Watch for rule changes. Check which forms are live when you file.
GST and the other registrations
GST registration is state-wise, so a move to another state is not an address amendment on your existing GSTIN. If the business will operate from the new state, it needs a GST registration there. If it keeps operations in the old state, the old registration can continue with the address changed to a principal place of business there; if it stops operating there, the old registration is cancelled.
The tricky point is unused input tax credit in the old state’s ledger. Whether, and how, it can be carried across depends on how the move is structured. Settle this with your GST adviser before cancelling anything, because a cancelled registration cannot carry credit forward.
Also review:
- professional tax enrolment in the new state, if that state levies it, and cancellation in the old one;
- shop and establishment registration under the new state’s law;
- PF and ESI records for the new address;
- bank records, the PAN and TAN address, and the Udyam registration;
- contracts and licences that name the registered office.
Our page on company changes lists the other ROC filings a company may need alongside a shift.
Frequently asked questions
Can we move operations before the approval?
Yes. Operations can move whenever you like; the registered office is a legal address. What cannot move until the change is registered is the registered office itself.
Does the company’s name or incorporation date change?
No. The company remains the same legal person, with the same name and history. Its records move to the Registrar for the new state.
Is shareholder approval needed for a move within the same state?
Not always. A move within the same city needs only a board resolution. A move outside the city needs a special resolution, and a move into another ROC’s area in the same state also needs the Regional Director’s confirmation.
Complianto (complianto.in), operated by Mentorcorp Private Limited, is a private consultancy and is not affiliated with any government body. We do not issue official documents. We charge a professional fee for application assistance and advisory services. Applicants can apply directly to the government without our fees via the official portals: MCA (mca.gov.in), Income Tax (incometax.gov.in), GST (gst.gov.in), MSME (udyamregistration.gov.in), FSSAI (foscos.fssai.gov.in), Startup India (startupindia.gov.in), and IP India (ipindia.gov.in).
This article is general information, not legal or tax advice.
