# Shifting the Registered Office from One State to Another
A company can change most things about itself by a special resolution alone. Shifting the registered office across State boundaries is the major exception — it touches the jurisdiction of two different Registrars of Companies and potentially the interests of creditors, so Parliament has layered an extra approval on top of the SR.
## The two-tier approval mechanism
1. Special Resolution of members (the usual MOA-alteration gate).
2. Central Government approval – this power has been delegated to the Regional Director (RD). The application is made in the prescribed form.
## What the RD examines before approving
The RD must be satisfied that at least one of the following is true:
- The alteration has the consent of creditors, debenture-holders and other persons concerned, or
- The company has made sufficient provision for the due discharge of all its debts and obligations, or
- Adequate security has been provided for such discharge.
> Logic: creditors of State A trusted the company sitting in State A. Once it moves to State B, they may find litigation costlier. The Act protects them.
## Timeline you must remember
| Step | Time-limit |
|---|---|
| RD must dispose of the application | 60 days from filing |
| Filing of certified copy of RD's order with ROC of each State | within prescribed time |
| ROC of new State issues fresh Certificate of Incorporation | after registration |
## Filings with the Registrar (Sub-section 6)
For any alteration of MOA, the company must file with the ROC:
- The special resolution under sub-section (1); and
- The Central Government approval under sub-section (2) if the alteration changes the name of the company.
## The closing rule (Sub-section 11)
> No alteration has effect until it has been registered. Passing the SR is not enough; until the ROC enters it in the register, the change is legally inert.
## Special restriction for guarantee companies
In a company limited by guarantee not having share capital, any alteration of MOA that purports to give a non-member a right to share in the divisible profits is void. Only members can participate in divisible profits.