Following authorities are required to grant approval for shifting the registered office from one state to another state:

• Directors
• Shareholders
• Central Government
• Registrar of Companies

• Collection or preparation of necessary documents for change in registered office like altered MOA, proof of ownership/lease of new premise, authorization letter, NOC, etc.
• Drafting of documents required to call and hold the required meetings like notice of meetings, certified true copy of resolutions and minutes
• Preparing and filing an application with Central Government (Regional Director)
• Making representation before Regional Director for any objections raised
• Filing of ROC forms along with uploading of necessary attachments

• Issue notice to all the directors of company for calling the board meeting
• Hold the meeting of Board of Directors and pass the following Board Resolutions: br
  • To consider the proposal of shifting of registered office of the company from one state to another, subject to the approval of shareholders in the general meeting or through postal ballot;
  • To alter Memorandum of Association (MOA);
  • To authorize a Director or Company Secretary to file an application with Central Government (Regional Director) for approval of shifting the Registered office and altering the Memorandum of Association;
  • To approve notice of general meeting or postal ballot along with explanatory statement;
  • To fix day, date, time and venue for holding general meeting;
  • To authorize the director or company secretary to do such acts, deeds and things as may be necessary to give effect to the Board’s decision
• Prepare the minutes of board meeting within 15 days from the conclusion of the board meeting
• For listed companies, disclose the proceedings of board meeting to the Stock Exchange within 24 hours and post the same on the company’s website within 2 working days from conclusion of board meeting
• Send notice of general meeting along with explanatory statement to those who are entitled to receive notice like directors, members, auditors, creditor, debenture trustees and others
• Obtain shareholders’ approval by passing a Special Resolution at the general meeting, or by passing a resolution through postal ballot for
• Change in the Registered Office of the Company from one State to another State;
• Change in the Memorandum of Association (MOA)
• Prepare the minutes of general meeting within 15 days from the conclusion of the board meeting
• For listed companies, disclose the proceedings of general meeting to the stock exchange within 24 hours and post the same on the company’s website within 2 working days from conclusion of general meeting
• For listed companies, submit the details of the voting results to the stock exchange and post the same on the company’s website within 48 hours from the conclusion of the general meeting
• Within 30 days of passing special resolution, file Form MGT-14 for notifying ROC along with the copy of the notice of general meeting with explanatory statement, certified true copy of the special resolution, altered copy of the Memorandum of Association and other necessary attachments
• Publish an advertisement in Form INC-26 in the principal vernacular language in a vernacular newspaper and in the English language in an English Newspaper of the district in which the registered office of the company is situated
• On publication, serve the copy of advertisement to the Central Government, Registrar of Companies, and applicable regulatory bodies like SEBI
• For seeking approval for shifting of the registered office from one state to another, file an application in Form INC-23 with the Central Government (Regional Director) accompanied with altered copy of Memorandum of Association, certified true copy of resolutions, copy of minutes of the meetings, a list of creditors and debenture holders describing the name, address, nature and amount of debts, claims and liabilities, necessary affidavits and documents with fees
• Obtain certified copy of the order passed by the Central Government, approving the change of registered office from one state to another,
• On receipt of approval, file certified copy of the Central Government’s order with the Registrar of each state in Form INC-28 along with the fee within thirty days from the receipt of the order
• Within 30 days of approval, file notice for change of the registered office in Form INC-22 with the Registrar with the prescribed fees and documents that includes certified true copy of special resolution with explanatory statement, copy of approval order of regional director, copy of altered memorandum of association, proof of ownership or lease of new registered premise, utility bill, authorization with NOC from owner or director and other relevant documents
• Obtain fresh Certificate of Incorporation from ROC of the state where the Registered Office is being shifted
• For listed companies, intimate the Stock Exchanges about the change of registered office within 24 hours and post the same on the company’s website within 2 working days from receipt of fresh incorporation certificate