# Alteration of Memorandum: Change of Registered Office from One State to Another

## Why this matters

Shifting the registered office across state lines is more than a paperwork exercise — it changes the ROC's jurisdiction over the company and can affect creditors, employees, and state-level tax revenues. The Act therefore wraps this alteration in a heavier procedure than a routine name change.

## Key Rules (Section 13)

### 1. Approval Required

The alteration shall not have any effect unless approved by the Central Government (power now delegated to the Regional Director).
The company applies in such form and manner as prescribed.

### 2. Disposal of Application

The Central Government / Regional Director must dispose of the application within 60 days.
Before passing the order, the CG/RD must satisfy itself that:
the alteration has the consent of creditors, debenture-holders and other concerned persons, OR
sufficient provision has been made by the company for the due discharge of all its debts and obligations, OR
adequate security has been provided for such discharge.

### 3. Filing with the Registrar

The company must file with the Registrar:

the special resolution passed under Section 13(1), and
the CG approval (if the alteration involves a change in the name).

### 4. Inter-State Shift — Filing the Order

A certified copy of the CG order must be filed with the Registrar of each of the two States (the State of origin and the State to which the office is shifted), within the time/manner prescribed.
Each Registrar shall register the same.

### 5. Fresh Certificate of Incorporation

The Registrar of the State to which the registered office is shifted issues a fresh certificate of incorporation indicating the alteration.

### 6. Effective Only on Registration

No alteration under Section 13 has effect until it has been registered as prescribed.

## Quick Recall Flow

1. Pass Special Resolution → 2. Apply to RD → 3. RD satisfied re: creditors → 4. Order within 60 days → 5. File certified copy with ROCs of both States → 6. Fresh COI issued by new-State ROC.

## Penalty for not noting alteration in every copy (Section 15)

If the company fails to note every alteration in every copy of the MOA/AOA issued, the company and every officer in default shall be liable to a penalty of ₹1,000 for every copy of the memorandum or articles issued without such alteration.

Worked example

### Example 1

Example — Creditor Protection Test: ABC Ltd, registered in Maharashtra, proposes shifting its registered office to Karnataka. Two creditors holding 30% of total debt object, claiming the move will make recovery harder. The Regional Director may still approve the shift if the company demonstrates either (i) consent of these creditors, OR (ii) sufficient provision for due discharge of debts (e.g., escrow of payable amounts), OR (iii) adequate security (e.g., bank guarantee) for such discharge. Mere objection without showing prejudice will not, by itself, defeat the application.

⚠️ Common exam mistakes

Stating the application is decided by the Central Government — students forget that the power is now delegated to the Regional Director.
Forgetting the 60-day disposal timeline for the application.
Missing that the certified copy of the CG order must be filed with the ROCs of BOTH states (not just the new state).
Confusing the effective date — the alteration only takes effect on registration, not on passing of the special resolution or even on CG approval.
Forgetting that a fresh Certificate of Incorporation is issued by the new state's Registrar.

Bare-Act text Section 13(4)-(8) · Companies Act, 2013 · click to expand

(4) The alteration of the memorandum relating to the place of the registered office from one State to another shall not have any effect unless it is approved by the Central Government on an application in such form and manner as may be prescribed. (5) The Central Government shall dispose of the application under sub-section (4) within a period of sixty days and before passing its order may satisfy itself that the alteration has the consent of the creditors, debenture-holders and other persons concerned with the company or that the sufficient provision has been made by the company either for the due discharge of all its debts and obligations or that adequate security has been provided for such discharge. (7) Where an alteration of the memorandum results in the transfer of the registered office of a company from one State to another, a certified copy of the order of the Central Government approving the alteration shall be filed by the company with the Registrar of each of the States within such time and in such manner as may be prescribed, who shall register the same. (8) The Registrar of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →

Alteration of Memorandum - Change of Registered Office from One State to Another (Section 13)

Worked example

⚠️ Common exam mistakes