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Shifting Registered Office of Company to Another State | Beyonte Compliance
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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.

  • ๐Ÿ“ Interstate Shift
  • ๐Ÿ“„ INC-23 Filing
  • ๐Ÿข Regional Director
  • โœ… MOA Amendment
  • ๐Ÿ“ฐ Newspaper Notice
๐Ÿ“

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.

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What We Handle

A complete shifting registered office of company package

๐Ÿ“‹

Special Resolution

Special resolution of shareholders amending Clause II of the MOA (State in which registered office is situated).

๐Ÿ“ฐ

Newspaper Publication

Publication of notice in an English newspaper and a vernacular newspaper in both the current and new state.

๐Ÿ“„

INC-23 to Regional Director

Application to the Regional Director for approval to shift the registered office to the new state.

๐Ÿข

INC-28 Confirmation

INC-28 filed within 30 days of receiving the Regional Director's order confirming compliance.

๐Ÿ“ฌ

INC-22 with New ROC

INC-22 filed with the ROC of the new state with new address proof โ€” NOC and utility bill.

๐Ÿ”€

MOA Clause II Amendment

Memorandum of Association updated to reflect the new state โ€” filed with the new state's ROC.

Key Requirements

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 3โ€“6 Months

The entire interstate shift process typically takes 3โ€“6 months โ€” plan ahead for operational continuity.

ℹ️

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 Pitfalls

Common issues with shifting registered office of company

INC-28 filed lateRegional Director order lapses if INC-28 is not filed within 30 days โ€” the entire process must be restarted.
Newspaper notice incompletePublication not done in both languages or both states โ€” INC-23 rejected by Regional Director.
Special resolution not filedMGT-14 not filed with ROC for the special resolution โ€” non-compliance.
INC-22 filed with old ROCINC-22 filed with the old state's ROC instead of the new state's ROC โ€” rejected.
MOA not updatedClause II of MOA not amended before filing โ€” the company's registered documents remain inconsistent.
Other registrations not updatedGST, PAN address, bank accounts not updated after the shift โ€” causes regulatory notices.
How It Works

Simple steps, no surprises

1

Special resolution passed

Shareholders pass a special resolution to amend MOA Clause II โ€” MGT-14 filed with current ROC.

2

Newspaper notices published

Notices published in English and vernacular newspapers in both the current and destination states.

3

INC-23 filed with Regional Director

Application filed with Regional Director โ€” approval obtained (typically 4โ€“8 weeks).

4

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.

FAQ

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 3โ€“6 months โ€” including the Regional Director's order time (usually 4โ€“8 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.