Shifting the registered office of a private limited company from one State to another is far more than an administrative address change. It is a statutory re-alignment of jurisdiction, regulatory oversight, and legal identity under the Companies Act, 2013. Despite this, promoters often underestimate the procedural depth involved—only to face filing blocks, Regional Director (RD) objections, or prolonged delays.

This blog explains the legal rationale, shareholder approval framework, role of INC-22A, mandatory newspaper advertisement, forms to be filed, and the end-to-end timeline for an inter-State registered office shift, in a practical and execution-oriented manner

1.Why an Inter-State Office Shift Is a Legal Event, Not a Clerical Change

The registered office of a company determines:

• Jurisdiction of the Registrar of Companies (ROC)
• Applicable State laws and local authorities
• Labour law registrations
• State-level tax and professional tax applicability

A shift across State boundaries therefore, requires alteration of the Memorandum of Association (MOA) under Section 13 of the Companies Act, 2013. Unlike intra-city or intra-State changes, this power is not vested solely in the Board and demands shareholder and Central Government involvement.

2. Shareholder Approval: The Statutory Foundation of the Shift

Special Resolution Is Mandatory

An inter-State shift cannot commence without a Special Resolution passed by shareholders. This requirement ensures that owners of the company consciously approve:

• The change in State jurisdiction
• Consequential compliance and tax implications
• Long-term regulatory impact

The resolution must clearly specify:

• Existing registered office State
• Proposed new State
• Alteration of Clause II of the MOA

Even for closely held private companies, informal consent or board ratification does not substitute a properly convened general meeting or valid EGM.

3. Board Approval: Setting the Process in Motion

Before approaching shareholders, the company must convene a Board Meeting to:

• Approve the proposal for inter-State shift.
• Approve draft alteration of MOA.
• Fix date, time, and agenda for EGM.
• Authorize directors or professionals to handle filings and representations.

This resolution forms the base document for all subsequent filings.

4. Filing of MGT-14: Locking Shareholder Consent on Record

Once the Special Resolution is passed, the company must file:

Form MGT-14

• Timeline: Within 30 days of passing the Special Resolution
• Key Attachments:
  • Certified copy of Special Resolution
  • Altered MOA
  • EGM notice and explanatory statement

Delayed filing of MGT-14 is one of the most common reasons for RD application rejection.

5. Newspaper Advertisement and Creditor Intimation: Transparency Check

Mandatory Newspaper Advertisement

Before approaching the Central Government, the company must publish an advertisement:

• In one English newspaper
• In one vernacular newspaper of the existing registered office State

The advertisement must disclose:

• Existing registered office address
• Proposed new State and address
• Details of shareholder approval
• Invitation to raise objections within 21 days
• Address of the Regional Director

Individual Notices

Simultaneously, notices must be served to:

• All creditors and debenture holders
• ROC of the existing State
• ROC of the proposed State
• Chief Secretary of the existing State
• Sectoral regulators, if applicable

This step ensures that no stakeholder is prejudiced by the jurisdictional shift.

6. Application to Central Government: Form INC-23

Filing of INC-23

After completion of advertisement and service of notices, the company files Form INC-23 with the Regional Director.

Key Attachments:

• Board and Special Resolutions
• Altered MOA
• Copies of newspaper advertisements
• Affidavit verifying creditor list
• Declaration of no pending dues, investigations, or prosecutions
• Proof of service of notices

Objection Window and Approval

• Objection period: 21 days from advertisement
• If no objections are raised, RD approval is generally granted without a hearing
• Typical approval time: 30–60 days

Any unresolved objection—especially from creditors—can significantly delay approval.

7. INC-22A (ACTIVE): The Silent Gatekeeper

What INC-22A Is Not

INC-22A is not the form used to shift the registered office. It does not effect the change.

Why INC-22A Still Matters

• Companies marked as ACTIVE Non-Compliant are restricted from filing key forms
• INC-23 and INC-22 filings may be blocked
• Addressing inconsistencies between ACTIVE records and filings often attracts ROC queries.

In practice, INC-22A compliance is a pre-condition, not a procedural step. The shift cannot be completed unless the ACTIVE status is clean.

8. Filing of INC-28: Giving Legal Effect to RD Approval

Once the Regional Director issues approval:

• Form INC-28 must be filed.
• Timeline: Within 30 days of receipt of the order
• Filed with:
  • ROC of the existing State
  • ROC of the proposed State

Failure to file INC-28 within time can nullify the approval’s effectiveness.

9. Final Address Intimation: Form INC-22

The Last Statutory Step

To complete the shift, the company must file Form INC-22 with the ROC of the new State.

Attachments:

• Proof of the new registered office address
• Utility bill (not older than 2 months)
• Rent agreement or sale deed
• NOC from owner (if applicable)
• Copy of RD approval order

Once approved, the new ROC formally assumes jurisdiction over the company.

10. Post-Shift Compliance: Where Most Companies Slip

The process does not end with MCA approval. Companies must also:

• Amend GST registration (State migration, if applicable)
• Update Shops & Establishment registration
• Modify bank KYC records.
• Update registered office on:
  • Letterheads and invoices
  • Website and statutory disclosures
  • Contracts and agreements

Neglecting these can create issues during audits, funding, or due diligence.

11. Indicative Timeline for Inter-State Office Shift

Conclusion: Treat the Shift as Legal Re-Anchoring, Not an Address Update

An inter-State registered office shift represents a re-anchoring of the company’s legal existence, not a routine compliance task. Shareholder approval ensures ownership consent, the Regional Director ensures regulatory balance, newspaper advertisements ensure transparency, and INC-22A ensures the company is not merely compliant on paper.

For private companies, the biggest risk is not complexity—it is over-simplification. When executed with discipline, the shift supports strategic growth. When rushed or misunderstood, it leads to filing deadlocks, penalties, and avoidable delays.