Shifting Registered Office of Company
Shift your company's registered office to another state โ MOA Clause II amendment, special resolution, newspaper publication in both states, Regional Director approval via INC-23 and INC-22 with the new ROC.
- ๐ Interstate Shift
- ๐ INC-23 Filing
- ๐ข Regional Director
- โ MOA Amendment
- ๐ฐ Newspaper Notice
Shift your company to another state
Share the destination state. We handle the complete interstate office shift โ MOA, INC-23, publications and ROC filing.
Talk to a CS →A complete shifting registered office of company package
Special Resolution
Special resolution of shareholders amending Clause II of the MOA (State in which registered office is situated).
Newspaper Publication
Publication of notice in an English newspaper and a vernacular newspaper in both the current and new state.
INC-23 to Regional Director
Application to the Regional Director for approval to shift the registered office to the new state.
INC-28 Confirmation
INC-28 filed within 30 days of receiving the Regional Director's order confirming compliance.
INC-22 with New ROC
INC-22 filed with the ROC of the new state with new address proof โ NOC and utility bill.
MOA Clause II Amendment
Memorandum of Association updated to reflect the new state โ filed with the new state's ROC.
What is needed for shifting registered office of company
Special Resolution Required
Shareholders must pass a special resolution to amend Clause II of the MOA before INC-23 is filed.
Newspaper Notice in Both States
Notice must be published in one English and one vernacular newspaper in both the current and new states.
INC-23 to Regional Director
Application for Regional Director's approval must be filed โ approval is mandatory before the shift.
INC-28 Within 30 Days of Order
After the Regional Director's order, INC-28 must be filed within 30 days to confirm compliance.
INC-22 with New State ROC
INC-22 with the new address proof must be filed with the ROC of the new state within 30 days of the RD order.
Timeline 3โ6 Months
The entire interstate shift process typically takes 3โ6 months โ plan ahead for operational continuity.
The interstate shift requires Regional Director approval โ it cannot be done by filing with the ROC alone. The process involves multiple sequential steps and publication requirements. Missing any step โ especially INC-28 within 30 days of the RD order โ can void the approval.
Common issues with shifting registered office of company
Simple steps, no surprises
Special resolution passed
Shareholders pass a special resolution to amend MOA Clause II โ MGT-14 filed with current ROC.
Newspaper notices published
Notices published in English and vernacular newspapers in both the current and destination states.
INC-23 filed with Regional Director
Application filed with Regional Director โ approval obtained (typically 4โ8 weeks).
INC-28 and INC-22 filed
INC-28 filed within 30 days of RD order โ INC-22 filed with new state's ROC โ shift complete.
Frequently asked questions
The process involves: (1) passing a special resolution to amend MOA Clause II, (2) publishing newspaper notices in both states, (3) filing INC-23 with the Regional Director for approval, (4) filing INC-28 within 30 days of the RD order, and (5) filing INC-22 with the new state's ROC.
INC-23 is the application filed with the Regional Director (under MCA) seeking approval for the shift of registered office from one state to another. It includes the special resolution, newspaper notices, creditor and employee NOCs and financial statements.
The process typically takes 3โ6 months โ including the Regional Director's order time (usually 4โ8 weeks) and subsequent filings with the new state's ROC.
INC-28 is filed with the ROC within 30 days of receiving the Regional Director's order. It confirms compliance with the RD's conditions and formally records the interstate shift of the registered office.
Yes. Clause II of the MOA โ which states the name of the state in which the registered office is situated โ must be amended by special resolution before the interstate shift is completed. The amended MOA is filed with the new state's ROC.
Planning to shift your company's registered office to another state?
We handle the entire process โ MOA amendment, newspaper notices, INC-23, INC-28 and INC-22.