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HomeIncorporationMove Your Registered Office to Another State (INC-23)

Incorporation

Move Your Registered Office to Another State (INC-23)

We manage your company's registered-office move to another state end to end: special resolution, the mandatory newspaper advertisement, individual creditor notice, Regional Director approval, and the closing filings with both ROCs. Documentation and filing facilitation only.

Moving your registered office to another state is a materially bigger process than a same-state INC-22 filing. It needs a special resolution, a newspaper advertisement, individual creditor notice, and Regional Director approval before you ever get to the closing filings. We manage the entire sequence.

A same-state office move is a single INC-22 filing with an address-proof document matrix. Moving to a different state adds a special resolution, a Form INC-26 newspaper advertisement, individual notice to every creditor and depositor, a 21-day statutory objection window, and Regional Director approval before you can even file the closing paperwork.

If you're only moving within the same state, or even within the same district, this isn't the service you need. Our INC-22 office change service covers that faster, simpler path.

Scope

What's included

  • Files the special resolution approving your MoA alteration for the state change.

  • Published in one vernacular and one English newspaper, timed within the required window before the RD application.

  • Dispatched to every affected party, with the objection deadline tracked on your behalf.

  • The formal Regional Director application under sections 12(5) and 13(4).

  • Filed with both the old and new ROC once the RD order comes through, recording your new address.

Specifics

The details

Why this is an order of magnitude harder than INC-22

A same-state move is address-proof paperwork. An interstate move rewrites part of your MoA, and the Companies Act treats it accordingly. Sections 12 and 13 of the Companies Act, 2013, alongside Rules 25, 27, 28, 30, and 31 of the Companies (Incorporation) Rules, 2014, require a special resolution, published notice to the public, and Regional Director sign-off before your new address becomes official.

The full sequence

  • Board resolution, then special resolution (75%) at an EGM
  • MGT-14 filed for the special resolution
  • INC-26 advertisement in one vernacular and one English newspaper, published within 30 days of the RD application
  • Individual notice to every depositor, debenture holder, and creditor, with a 21-day window to object
  • INC-23 application to the Regional Director under sections 12(5)/13(4)
  • INC-28 filed with both ROCs after the RD order
  • INC-22 filed with the new ROC recording the address

No objection lodged within the 21-day window counts as deemed consent, and the Regional Director typically communicates its decision within 30 days of receiving your application.

How long you have to file INC-28 after the RD order is itself unsettled. Most sources point to 30 days; at least one points to 60. We work to the better-sourced 30-day figure and won't leave you exposed on this, but we're not going to state the deadline as settled when the sources we've checked disagree.

A jurisdiction wrinkle worth knowing about

MCA Notification S.O. 4850(E), effective 16 February 2026, restructured ROC jurisdictional boundaries in Delhi, Uttar Pradesh, Maharashtra, and West Bengal, each now split into multiple ROCs by geography. Some moves that look same-state on paper are now cross-ROC moves, and need the intra-state, inter-ROC-jurisdiction variant of this process rather than a plain INC-22. We check your specific old and new addresses against current ROC boundaries before scoping your filing.

Process

How it works

Step 1 of 4

Resolutions passed

We draft your board and special resolution language for the move.

Resolutions passed

We draft your board and special resolution language for the move.

Common mistakes founders make

  • Assuming an interstate move is a bigger INC-22 filing, when it's a different process with a special resolution and Regional Director approval built in.
  • Missing the 21-day creditor objection window before applying to the Regional Director.
  • Not checking whether the 2026 ROC jurisdiction restructuring turned an apparent same-state move into a cross-ROC one.

Clarifications

Frequently asked questions

No. Same-state moves use INC-22 alone. This service is specifically for moving to a different state, which adds a special resolution, public advertisement, creditor notice, and Regional Director approval.

It's spread over weeks rather than days, given the 21-day statutory objection window alone. We'll give you a realistic timeline once we've reviewed your specific filing.

Any affected party can lodge an objection with the Regional Director within 21 days of the advertisement. We track this window and handle the response as part of the engagement.

Sources disagree here. We work to the better-sourced 30-day figure, but treat this as a window to file within promptly rather than a fixed date you can rely on to the day.

Related

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Key terms

INC-23
The application to the Regional Director for approval to shift a registered office to another state.
INC-26
The newspaper advertisement notifying the public of the proposed office move, published before the RD application.
INC-28
The filing recording the Regional Director's order, filed with both the old and new ROC.
Regional Director
The MCA authority whose approval is required before a company can shift its registered office to another state.