# Shifting of Registered Office from One State to Another

## Statutory Source

Section 13 of the Companies Act, 2013 — involves alteration of Memorandum (since State name is in MoA).

## Step-by-Step Procedure

### Step 1: Special Resolution

Pass a special resolution in the general meeting of the company.

### Step 2: Application to Central Government (Delegated to Regional Director)

Apply in Form INC-23 with prescribed fee.

### Step 3: CG's Decision Timeline

CG (RD) shall communicate within 60 days of receipt of application.

### Step 4: CG's Satisfaction Before Order

Before passing the order, CG must satisfy itself that:

The alteration has the consent of creditors, debenture-holders, and other persons concerned, OR
Sufficient provision has been made for due discharge of all debts and obligations, OR
Adequate security has been provided for such discharge.

### Step 5: Documents to Accompany Form INC-23

Document	Particulars
(a)	Copy of Memorandum of Association with proposed alterations
(b)	Copy of minutes of general meeting with details of votes cast
(c)	Copy of Board Resolution / Power of Attorney / Vakalatnama
(d)	List of creditors and debenture holders
(e)	Acknowledgment of service of application to ROC and Chief Secretary of the State Govt./UT where registered office is situated

### Step 6: Newspaper Advertisement

Not more than 30 days before filing application, advertise in Form INC-26:

In the vernacular newspaper in the principal vernacular language of the district, AND
In an English newspaper with wide circulation in the State.

### Step 7: Filing After Order

File the following with ROC of both States:

(a) Certified copy of CG's order approving the alteration
(b) Altered copy of MoA

### Step 8: Fresh Certificate of Incorporation

The ROC of the new State shall issue a fresh certificate of incorporation indicating the alteration.

### Step 9: Form MGT-14 and INC-22

Form MGT-14: File within 30 days of passing special resolution.
Form INC-22: File within 30 days of change of registered office (60 days for IFSC companies).

## Judicial Principles

### (1) State Government Cannot Oppose on Revenue Loss

A State Government cannot oppose the shifting on the ground that the State would be deprived of revenue. Loss of revenue to one State must be viewed in the context of the total revenue of the Republic of India, in the interest of the country as a whole.

### (2) Employees' Union's Right to be Heard

A registered employees' union representing employees at the registered office has the right to appear and oppose the application under Section 13, if their interests would be prejudicially affected.

## Summary Memory Aid

Special Resolution → INC-23 to RD → Newspaper advertisement (INC-26) → CG order within 60 days → File order + altered MoA with ROCs of both States → Fresh Certificate of Incorporation → MGT-14 + INC-22.

Worked example

### Example 1

Example 1: Reliance Ltd. wishes to shift its registered office from Mumbai (Maharashtra) to Bengaluru (Karnataka). The Maharashtra State Government objects citing loss of state revenue. Can the application be rejected?

Answer: No. A State Government cannot oppose shifting on the ground of revenue loss. Judicial view: revenue loss to one State must be considered in the context of total revenue of the Republic of India. The objection is not maintainable.

### Example 2

Example 2: ABC Ltd. proposed to shift its registered office from Delhi to Chennai. The registered employees' union wants to oppose the application. Are they entitled?

Answer: Yes. A registered employees' union representing employees at the registered office has a recognized right to appear and oppose the application under Section 13 if confirmation would prejudicially affect their interests.

### Example 3

Example 3: XYZ Ltd. passed a special resolution on 1st January for shifting registered office from Gujarat to Rajasthan. By when must the newspaper advertisement be published?

Answer: The advertisement in Form INC-26 (vernacular + English newspapers) must be published not more than 30 days before the date of filing the application to the CG/RD. If application is filed on 20th January, advertisement must appear on/after 21st December.

⚠️ Common exam mistakes

Stating that INC-22 is filed for the inter-state shifting application — the correct form is INC-23 to RD.
Forgetting that the CG's order must be filed with ROCs of BOTH States (departing and receiving).
Stating CG must dispose within 30 days — correct period is 60 days.
Believing a State Government can validly block shifting on revenue grounds — judicial precedent says no.
Omitting the newspaper advertisement in Form INC-26 in BOTH vernacular and English newspapers.
Confusing the consent requirement — CG may be satisfied by any ONE of: creditor consent OR sufficient provision OR adequate security.

Bare-Act text Section 13 (sub-sections 4, 5, 6, 7) · The Companies Act, 2013 · click to expand

Section 13(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. Section 13(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. Section 13(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, and the Registrar of the State where the registered office is being shifted to, shall issue a fresh certificate of incorporation indicating the alteration.

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Shifting of Registered Office from One State to Another (Section 13)

Worked example

⚠️ Common exam mistakes