Changing this clause is a big business decision authorised under the Companies Act, 2013, pending a process for approval that guarantees openness and safeguards the interests of its stakeholders. Whenever a company plans to change its registered office from one State to another, the place clause of its MOA must be amended. This includes obtaining Central Government approval via its RD, creditor notices, public advertising, and a special shareholder resolution. With the new geographic location, the amendment guarantees consistency in the legal papers of the business, regulatory monitoring, and operating management.
Shifting Registered Office of a Company Under Companies Act 2013
According to the Companies Act, 2013, shifting of a company’s registered office is permitted on various grounds, such as administrative convenience, expansion of business, regulatory benefits, or operational needs. The procedure for shifting or relocation varies according to the nature of the shift. Shifting or relocation within the same city or ROC jurisdiction is less cumbersome and requires only board resolutions and ROC filings. On the other hand, shifting the registered office from one state to another involves a multi-step process since it involves altering the situation clause in the MOA.
The relocation of its registered office requires approval from the Board of Directors, a special resolution passed in a general meeting, an intimation to creditors, publication in newspapers, and an application to the RD with a request to consent. Once the order is received from the RD, the company is supposed to file the necessary ROC forms and keep its statutory records updated.
Step-by-step Procedure to Shift Registered Office from One State to Another State
The transfer of a registered office from one State to another is considered an alteration of a substantial nature since it involves altering the situation clause of the MOA. Therefore, the process will require obtaining shareholder approval, issuing notices, filing an application with the Central Government, and seeking approval from the concerned RD.
1. Board Meeting – Initial Corporate Action
Issue a notice and hold a Board Meeting.
The Board of Directors shall:
- To approve the proposition of shifting the Registered Office to some other State.
- Approve amendment of the MOA – Clause II (Situation Clause).
- Approve the convening of an Extraordinary General Meeting (EGM).
- Approve the draft EGM notice, explanatory statement under Sec. 102, and altered MOA.
- Ensure that a professional or a director can file forms and perform other actions.
2. Calling the Extraordinary General Meeting
Send a 21-day notice of the EGM to:
- Shareholders
- Directors
- Auditors
Hold the EGM and pass a Special Resolution:
- For shifting the registered office from one State to another.
- Making the required changes to the MOA with the above modifications.
Filing of MGT-14 to ROC within 30 days of passing a special resolution, containing:
- A certified copy of the Special Resolution
- The altered MOA
- The notice of the EGM & Explanatory Statement
3. Publishing Notices – Under Rule 30 of the Incorporation Rules
Upon the passing of the special resolution, the company must send out notices to interested parties:
Newspaper Advertisements
Publish a notice once in regard to the proposed relocation in:
- One newspaper published in English had wide circulation in the existing State.
- One vernacular language newspaper of that State.
The ad should contain:
- Company details: name, CIN
- Current and proposed registered office
- Date of the special resolution
- An invitation for objections, if any.
Individual Notices
Send notice via registered post to:
- Creditors
- Debenture holders
- Depositors
- Any other stakeholders who may be affected
Include details of debts and liabilities, and give them a reasonable opportunity to object.
4. Obtaining No Objection from Creditors
Prepare a list of creditors and debenture holders properly certified by:
- The Company’s Auditor
- A Director: usually the MD/CS signs, with certification
Obtain:
- An affidavit that shows the company has never defaulted on any payments.
- NOCs from creditors: highly recommended, even if not strictly necessary.
5. Filing Application before the Regional Director (RD) – Central Government Approval
File Form INC-23 with the Regional Director for approval.
Required attachments for INC-23 include:
- A copy of the MOA with the proposed changes
- A copy of the Board Resolution and Special Resolution
- Minutes of EGM
- Newspaper ads
- An affidavit confirming the truth of the application
- A certified list of creditors and debenture holders
- Declaration ensuring the protection of employees’ interests
- Acknowledgement of MGT-14
- Evidence of sending notices to creditors and authorities
- The latest audited financial statements
6. Review & Hearing by the Regional Director
The RD will evaluate:
- Any objections received, if applicable
- Following the regulations
- Protection of stakeholder interests
In case of objections:
- The RD may hold a hearing.
- The company must provide explanations or proof of settlement.
If everything is satisfactory:
- The RD will issue an Order confirming the change of State.
7. Filing the RD Order with the ROC
Filing of Form INC-28 with ROC (of the existing State and the new State ROC), within 30 days of receiving the RD order
Include:
- RD Order
- The changed MOA
Checklist for Shifting Registered Office From One State to Another State
The shifting of a company’s registered office from one State to another involves an alteration in the situation clause, Clause II of the MOA. For that, approvals at different levels, such as the board, shareholders, creditors, and the Central Government through its Regional Director, are required.
1. Board-Level Approvals
- Convene a Board Meeting with appropriate notice.
- To approve the proposition for shifting the registered office to some other State.
- Approval of MOA modification – Situation Clause.
- Approve the draft notice of Extraordinary General Meeting (EGM) along with the explanatory statement under Section 102.
- Empower one of the directors or the company secretary to sign off on the filings and ensure compliance.
2. Shareholder Approval
- Send a 21-day notice of the EGM to members, auditors, and directors.
- Hold the EGM and pass a Special Resolution approving office relocation and a change in the MOA.
- File Form MGT-14 with the ROC within 30 days from the date of passing the special resolution.
3. Statutory Notices and Newspaper Advertisement
Publish the following notices in:
- One English newspaper of wide circulation.
- One vernacular newspaper from the existing state
Individually send notices to every creditor, debenture holder, and other stakeholders.
Compile and obtain an auditor-certified list of creditors along with their outstanding amounts.
4. Application to the Regional Director: Central Government Approval
Filing of form no INC-23 with the Regional Director, along with the following documents:
- Altered MOA
- Copy of the special resolution
- Newspaper advertisements
- List of creditors and NOCs regarding the same.
- Affidavit proving that the application is truthful
- Statement on employee protection
RD will monitor the application and resolve any queries.
Appear at the hearing, if there are any objections by any creditors or stakeholders.
Get the RD Order confirming the change of State.
5. Post-Approval ROC Filings
- File Form INC-28 within 30 days of receiving RD Order.
- File Form INC-22 for updating ROC with a new registered office address.
- Attach Rent Agreement / Ownership Proof Utility Bill NOC from owner.
6. Compliance after ROC
- Update statutory registers, letterheads, website, invoices and signage.
- Inform Banks, GST, PF/ESIC departments, and any other concerned authorities.
- Maintain all orders, filings and minutes for statutory records.
Consequences of Non-Compliance
Failure to comply with the statutory provisions for changing a registered office from one State to another may lead to severe legal, financial, and operational consequences against the company. Since this process requires alterations to be made to the situation clause of the MOA, failure to obtain necessary approvals and to file the required filings as laid down under Sections 12, 13, and relevant Rules attracts penalties both upon the company and its defaulting officers.
In case a company shifts the registered office without the requisite approval of the RD and without filing forms MGT-14, INC-23, INC-28, and INC-22, the shifting of the registered office shall have no legal effect, and the company shall continue to be registered in the previous State. Such an event may create some problems with regard to receipt of notices, service of notices, assessments, or jurisdictional issues, etc.
The ROC has powers for levying monetary penalties, which in some cases can run into several lakhs, apart from requiring compounding of offences. The defaulting officers, including directors and the company secretary, may also attract personal penalties.
Inconsistencies in the registered office information may lead to the denial of applications or filings with banks, government agencies, and other regulatory bodies; consequently, this may cause delays, compliance issues, and operational interruptions. Non-compliance may eventually affect credibility, increase litigation risk, and seriously impact business continuity.
Conclusion
The transfer of a registered office from one State to another is an important corporate decision, which requires careful strategy, effective communication, and strict adherence to the Companies Act, 2013.
The procedure below alters the situation clause of the Memorandum of Association, which involves multiple tiers of approval: a special resolution by shareholders, notification to creditors, and consent from the Regional Director.
From the publication of statutory notices to the lodging of forms with the Registrar of Companies, every step ensures the protection of interests for stakeholders, employees, and creditors.
A company following the laid-down procedure not only assures legality but also brings better governance standards and operational efficiency.
In essence, the smooth transition of the registered office would meet the strategic goals of the company by facilitating smoother operations, better market access, and sustainable business growth across States.
