How to Shift Registered Office from One State to Another State

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How to Shift Registered Office from One State to Another State

Preface: This post was originally published in 2022 and has been updated on May 16, 2025, to provide you with the most current and accurate information.

Shifting a registered office (RO) of the company from one state to another is not as easy as it appears. A company is required to go through a formal procedure for facilitating this change. Interestingly, the procedure of changing the RO depends upon the place of change of the office. When the change is required to be made within the same state but in a different city, the registrar office and local limits procedure is fairly simple. 

The real deal is to shift the RO from one state to another. The process can be quite long. Also, you need to comply with the local regulations of the new state. In this blog post, we shall explain how to shift the company’s RO from one state to another. 

What is a Registered Office?

Before we dive into the process of how to change the address of the registered office, it's crucial to look into what a registered office is. So basically, a Registered Office is the company’s official address as registered with the Ministry of Corporate Affairs (MCA).

Every company registered with the MCA must have an RO. The same is a statutory requirement under the Companies Act 2013, and must be disclosed in the company's founding documents. A company’s RO is essential for legal communication and notices.

Purpose of a Registered Office

What purpose does the RO serve? Well, here are the points neatly wrapped for your understanding.

• It serves as the record holding location of the company:  An RO of a company holds all the major records about the company. It’s the location that, in the eye of the Registrar of Companies, is your primary place of business.

• It’s the place where meetings are held: RO is the venue that holds all the business related meetings of your company from annual general body meetings to event-based meetings.  

• It’s the location where the inspection takes place: When your company goes through auditory inspection, it’s the RO that plays host to the inspectors.

• It’s the location that determines the stamp duty: At the time of company incorporation, you’re asked to pay a stamp duty based on the capital you’ve invested in your company. The RO also plays a role in that. Depending upon where the office is located, the stamp duty can differ.

• It determines the court that will hold jurisdiction in your area: Your Company will have to handle a lot of legal matters. For that purpose, the location decides which court you’ll have to go through to deal with those.

Process to Shift Registered Office from One State to Another

The procedure of shifting the registered office of the company from one state to another is as follows:

Step 1: To begin the procedure a board meeting of directors shall be called to take a decision on the change in the RO clause.

Step 2: In the board meeting conducting the various aspects of general meeting like its date, time, the place shall be ascertained. Moreover, in this meeting, the approval shall be given for preparing notices for this purpose, send the notices, hold the meeting and pass special resolutions.

Step 3: After the approval of the shareholders is taken in this regard at the general meeting, a certified copy of the special resolution, altered MOA, and notice of the general meeting shall be filed with ROC in E-form MGT -13 within 30 days of passing SR.

Step 4: A notice clearly explaining the motive behind the change of RO in form INC 26 shall be published in at least one regional language newspaper and one English language newspaper circulated in the area in which the RO of the company is situated. This notice must be published at least 14 days prior to the date of hearing.

Step 5: Further, a notice of change in RO shall be sent to individual notices to all creditors/debenture holders of the company at least 14 days before the hearing.

Step 6: File GNL-1 with ROC containing the board resolution, Proposed MOA & AOA, Postal Ballot Notices, the copy of Special Resolution.

Step 7: Further, FORM 23 is required to be filed with the following documents-

• A copy of the special resolution passed by the members

• A copy of the memorandum of association and article of association

• A copy of the notice of the general meeting along with an explanatory statement

• Minutes of the general meeting wherein the resolution for alteration has been passed.

• A list of creditors and debenture holders

• A copy of board resolution or Power of Attorney

• Document relation to the payment of application fee

Step 8: The regional director may approve the alteration only when he is satisfied that the debenture holders and creditors have no objection regarding this. He may pass the order on the terms and conditions as he deems fits.

Step 9: The company now needs to file INC 28 containing the order of RD within 30 days of confirmation with the competent authority.

Step 10: Finally, you need to file INC 22 with the ROC of both states with the documents like rent agreement, copy copies of the utility bills, Authority letter and Certified copy of the order of RD.

Upon completion of the aforementioned steps, a company can change its RO successfully. 

Conclusion

Registered office refers to the company’s address registered with the Ministry of Corporate Affairs, Government of India. Every company registered with RoC must have an RO address. In this blog post, we explained how you can shift your company’s RO from one state to another. If you need assistance in the process, feel free to contact Registrationwala’s experts! We would be happy to help you!

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