What an inter-state shift is
An inter-state move takes the company out of the jurisdiction of one Registrar of Companies and into another, for example from ROC Mumbai to ROC Delhi. It is governed by section 13(4) of the Companies Act, 2013 and Rules 30 and 31 of the Companies (Incorporation) Rules, 2014, and the Regional Director must approve the alteration before the new ROC takes the company on its register.
| Term | What it means |
|---|---|
| Regional Director | Ministry of Corporate Affairs officer who decides the application, after hearing any objections from creditors, debenture holders or the existing ROC. |
| Form INC-26 | Notice published in one English and one vernacular newspaper in the district where the registered office is situated, telling anyone whose interest is affected how to object. |
| Form INC-23 | The application to the Regional Director for approval of the alteration of the registered office clause. |
| Form INC-28 | The filing of the Regional Director's certified order with the ROC, due within 30 days of receiving it. |
When you need this page, and when you do not
This page is only for a move to another state. If the office is moving inside one state, the route is shorter and it is set out on our registered office change page.
| Your move | Route |
|---|---|
| Another state | This page: special resolution, INC-26, INC-23 approval, INC-28, INC-22 |
| Another ROC in the same state | Special resolution plus the Regional Director's confirmation on INC-23, then INC-28 within 60 days and INC-22 |
| Another city in the same state, same ROC | Special resolution, MGT-14 and INC-22 |
| Within the same city, town or village | Board resolution and INC-22 |
From 16 February 2026 (S.O. 4850(E), as amended) the MCA opened new ROC offices, including a second one at Kolkata, and new Regional Director offices at Chandigarh, Navi Mumbai and Bengaluru. Which office your application goes to may not be the one your last filing went to, so we confirm jurisdiction for both addresses before drafting.
The inter-state shift, step by step
| Step | What happens | Form | Timing |
|---|---|---|---|
| 1 | Board meeting approves the shift, the altered MoA and the EGM notice | None | Any time |
| 2 | Members pass the special resolution altering the registered office clause | MGT-14 | Within 30 days of the resolution |
| 3 | List of creditors and debenture holders prepared, verified by affidavit, and kept open for inspection at the registered office | None | Drawn up to a date not more than one month before the application |
| 4 | Advertisement in Form INC-26 in one English and one vernacular newspaper in the district; individual notice to every creditor and debenture holder; notice to the ROC and the Chief Secretary of the state | INC-26 | Not more than 30 days before filing INC-23 |
| 5 | Application to the Regional Director with resolutions, list of creditors, publication proof, the affidavit that no employee will be retrenched, and the latest audited accounts | INC-23 | After the notice period |
| 6 | Objections, if any, are filed with the Regional Director and answered at the hearing | None | Within 14 days of publication |
| 7 | Regional Director's order. Where no objection is received the application is decided without a hearing, and in any case the Central Government is to dispose of it within 60 days of filing | None | 15 days where unopposed; up to 60 days otherwise |
| 8 | Certified copy of the order filed with the ROC | INC-28 | Within 30 days of receiving the order |
| 9 | New address notified; the ROC of the new state issues a fresh certificate of incorporation and the CIN changes | INC-22 | Within 30 days of the change |
What can stop the application. Approval is not given where an inquiry, inspection or investigation has been initiated against the company or a prosecution is pending. Before approving, the Regional Director has to be satisfied that creditors, debenture holders and others concerned have consented, or that the company has made enough provision to discharge its debts or given adequate security (section 13(5)). In practice, a creditor with an unpaid dues claim is the most common reason a shift stalls, so we get consents in writing early.
Fees for an inter-state shift
Our fee starts at ₹9,999 and is quoted after we see the authorised capital and the number of creditors, because those drive both the government fee and the notice work.
| Item | Amount |
|---|---|
| Professional fee | from ₹9,999 |
| INC-23 (government fee) | By authorised capital: ₹2,000 (up to ₹25 lakh), ₹5,000 (above ₹25 lakh to ₹50 lakh), ₹10,000 (above ₹50 lakh to ₹5 crore), ₹15,000 (above ₹5 crore to ₹10 crore), ₹20,000 (above ₹10 crore); ₹2,000 for a company without share capital. An OPC or small company pays ₹1,000 up to ₹25 lakh and ₹2,500 above ₹25 lakh to ₹50 lakh |
| MGT-14, INC-22 (government fee, each) | ₹200 to ₹600 by authorised capital; ₹200 for a company without share capital |
| Newspaper advertisement in two dailies | Third-party cost, paid at actuals |
| Notarisation and stamp on affidavits | State-specific, paid at actuals |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
Late filing. MGT-14, INC-28 and INC-22 filed late carry an additional fee that rises with the delay, from twice the normal fee for up to 30 days of delay to twelve times after 180 days. Keep the annual filings current as well: overdue AOC-4 and MGT-7 carry ₹100 a day per form, and an incomplete filing history invites questions at the Regional Director's hearing. See annual ROC filing.
Documents you will need
- Board resolution and the special resolution altering the registered office clause
- Updated MoA with the amended registered office clause
- Newspaper publications, being the INC-26 notice in an English and a vernacular daily in the district of the registered office
- List of creditors and debenture holders, drawn up to a date not more than one month before the application, with a verifying affidavit
- Written consents or no-objection letters from creditors, where obtained
- Affidavits from the directors, including the affidavit that no employee will be retrenched because of the shift
- Latest audited financial statements
- Address proof for the new registered office, with the owner's no-objection letter
We check every document before filing.
After the order: what changes in the new state
The company keeps its name, its incorporation date and its history. What changes is jurisdiction and everything keyed to the state.
- CIN and certificate. The ROC of the new state issues a fresh certificate of incorporation, and the state code in the CIN changes. Reprint letterheads, invoices and the MoA.
- GST. GST registration is state-wise. You take a fresh GST registration in the new state, and cancel the old one if the company no longer has a place of business there.
- Labour and local registrations. EPFO and ESIC records, shop and establishment registration and professional tax registration all follow the new state's rules.
- Bank, PAN and TAN records. The bank needs the order, the new certificate and the address proof.
- Existing proceedings and contracts. A shift does not move pending cases to the new state, and it does not change contracts. Where an agreement names the registered office or a jurisdiction clause, get it amended.
If you are also renaming the company or changing its objects, plan the resolutions together: see alteration of MoA and AoA and object clause change.