Changing Company Name or Shifting Registered Office Across States: Board Resolutions, Regional Director Approval, and MCA Forms

Company name changes: approval and effective date

A corporate name change alters the name clause of the memorandum under section 13. Under Rule 29, clear defaults in filing due annual returns or financial statements and in repaying matured deposits or debentures or their interest before seeking the change. Check name availability and applicable trademark and regulatory consents. A change of name does not create a new company.

1. Obtain the appropriate board approval and reserve the proposed name through the applicable RUN service for an existing company. Section 4(5) ordinarily gives 60 days from approval for an existing-company name change; confirm the portal's exact expiry and leave time to complete the approval application.
2. Pass the special resolution under section 13 and amend the constitutional documents where required. Allow 21 clear days under section 101, or obtain valid shorter notice consent: for an EGM of a company with share capital, a majority in number of voting members representing at least 95% of the relevant voting capital, subject to applicable private-company exemptions and articles. A special resolution generally requires votes for to be at least three times votes against.
3. File MGT-14 within 30 days of passing the resolution, with the required notice, explanatory statement and documents. Apply for name-change approval in INC-24 within the reservation window; the MGT-14 deadline is not a separate blanket 30-day INC-24 deadline. Check the current form instructions and evidence.
4. The exception in section 13(2) covers only adding or deleting “Private” consequent on conversion between company classes. Check the applicable conversion approvals and forms separately. For an ordinary approved name change, the Registrar's fresh certificate in INC-25 is the effective event under section 13(3).
5. Update records and the disclosures under section 12(3). Include any former name changed in the preceding two years wherever the first proviso applies, including the name displays and official business stationery covered by clauses (a) and (c).

Registered-office changes: choose the right geographic route

Move	Authority and approval	Filing clock
Within the local limits of the same city, town or village and within the same Registrar jurisdiction	Record the board decision; section 12(4), Rules 25 and 27.	INC-22 within 30 days of the actual change, not automatically the board decision date.
Outside those local limits but within the same State and same Registrar jurisdiction	Special resolution under section 12(5).	MGT-14 within 30 days of the resolution and INC-22 within 30 days of the actual change.
From one Registrar's jurisdiction to another in the same State	Regional Director confirmation under section 12(5) and Rule 28; special resolution where required. Do not import the Rule 30 advertisement process into Rule 28.	Use INC-23; file the confirmation as required by section 12(6) and Rule 28 within 60 days, then record the address under section 12(4). Follow the statutory effective date and the order.
From one State or Union territory to another	Alter the memorandum by special resolution; obtain Central Government approval through the Regional Director under section 13 and Rule 30.	MGT-14 within 30 days of the resolution; INC-23 with the Rule 30 notices and evidence; INC-28 within 30 days of receipt of the certified order under Rule 31, with the required registration in both jurisdictions; INC-22 within 30 days of the actual address change under section 12(4).

The intra-State Registrar route uses the Rule 28 documents and declarations, including creditor protection or payment provisions and the prescribed employee and State intimation evidence. Confirm the relevant Registrar's territorial jurisdiction for each address. A same-State transfer does not change the State code merely because the Registrar changes; on an inter-State transfer, verify the destination Registrar's fresh certificate under section 13(7), the CIN on MCA and the actual address record. INC-22 is an address notice, not that certificate.

Rule 30: interstate notices, evidence and decision

1. Assemble the proposed memorandum, the special resolution, minutes with vote details, and board authority or other prescribed authorisation. Prepare the creditor and debenture-holder list as of the latest practicable date, no more than one month before filing. Record names, addresses, claims and amounts, including reasonable estimates of contingent amounts. The company secretary, if any, and at least two directors, including the managing director where there is one, sign the prescribed declaration. Cover no retrenchment as a consequence of the move. Keep the authenticated list available for statutory inspection.
2. Rule 30(5) says not more than 30 days before filing INC-23. Publish INC-26 in the prescribed vernacular and English newspapers, serve a copy of the advertisement promptly as required, and serve each creditor and debenture holder by registered post with acknowledgement due. Serve the application and notices on the prescribed authorities, including the existing Registrar and the Chief Secretary of the originating State or Union territory, and SEBI or another regulator where applicable. Track the objection period and responses; do not use “at least 30 days” to schedule publication.
3. File INC-23 with authenticated advertisements and notices, proof of service, objections and the company's responses. Follow the current form's additional evidence requirements. Section 13(5) requires the prescribed protection of creditors, debenture holders and other persons concerned through consent, discharge or determination of claims, or adequate security, as applicable.
4. Under Rule 30(7), where there is no objection, the authority may decide without hearing within 15 days of receipt and may approve or reject. Under Rule 30(8), objections may require hearings and an affidavit of consensus or a time-bound resolution proposal reserving the objector's remedies. The rule provides the applicable 60-day decision period. A confirmation can impose terms and costs under Rule 30(9). An ongoing inquiry, inspection, investigation or pending prosecution generally bars the shift; check the narrow approved insolvency resolution-plan exception added in 2023 and its conditions, and Rule 30(10) after proceedings conclude.

Address evidence and updates after approval

For INC-22, check the current form and Rules 25 and 27 for the premises: title proof where owned, the applicable lease or rent agreement and rent receipt for leased premises, or evidence of authority to use the premises and title or occupancy support where another person provides the office. Submit the prescribed utility proof, ordinarily not older than two months. Provide photographs or location particulars if required by the applicable current form. Do not substitute the separate legacy INC-22A evidence requirements for INC-22. Ensure the address receives and acknowledges communications and meets the section 12(3) display requirements.

Record	What to update
PAN, TAN and banking	Update company name or address and documentary records, check jurisdiction and the bank's notices and covenants. A name change alone does not call for a new company PAN.
GST	For a same-registration name or address amendment, check Rule 19 and REG-14; the ordinary Rule 19 application period is 15 days from the change. A registration is State-specific. Check liability, new registration and any cancellation separately. An address change does not move electronic credit.
Licences, IEC and employers	Update applicable DGFT, payroll, EPFO, ESIC, professional tax, shop or other regulatory records according to their own deadlines. No universal 30-day rule covers all agencies.
Commercial records and display	Update counterparties, letterheads, systems and signs. Section 12 distinguishes the name and address display from the CIN and other stationery particulars.

Six worked situations

1. Gurugram to Faridabad compared with Mumbai to Pune

For Gurugram to Faridabad, assume both addresses are in the same Registrar jurisdiction and outside each other's local limits: use a special resolution, MGT-14 and INC-22. For Mumbai to Pune, assume the verified addresses fall under different Maharashtra Registrars: obtain Rule 28 confirmation and complete the corresponding order and address filings. The road distance and the number of Registrar offices elsewhere do not decide the route.

2. Delhi to Noida with a creditor objection

NextGen publishes on 1 August 2025 and one of 18 creditors objects on 18 August, 17 days later. The creditor claims ₹15 lakh out of listed debts of ₹4.50 crore; paying that creditor leaves ₹4.35 crore of listed debt, assuming no other change. File evidence of payment and any signed withdrawal or consent, along with the other creditor protections required. If unresolved, address the objection under Rule 30(8) and section 13(5). A withdrawal does not guarantee immediate confirmation.

3. ₹45 lakh in Delhi GST credit after a corporate move

NextGen proposes to close its Delhi office after shifting its registered office to Uttar Pradesh. ₹45 lakh shown on the Delhi credit ledger is not automatically transferable. Check the actual business transaction, tax heads, Delhi and Uttar Pradesh registrations and whether a qualifying section 18(3) business transfer or change with specific provision for transfer of liabilities exists. Rule 41 and ITC-02 apply only if the facts qualify, with the required professional certificate, transferee acceptance and other conditions. An ordinary address change or cancellation under the same PAN is not enough. Do not assume SGST can move across States, or use ISD or cross-charge entries as a substitute for the statutory transfer. Resolve the credit and cancellation position before closing the registration.

4. Stale advertisement and stale creditor list

Matrix's 31 July 2025 creditor list is 43 days old at 12 September filing and its 10 August advertisement is 33 days old. Both exceed the applicable windows. As an illustration, a 5 September filing would be 26 days after a 10 August publication and 16 days after an updated 20 August list. This works only if notices, their response periods and proofs are complete and the updated list does not require further notice or other steps.

5. RUN reservation expires before INC-24

CloudRetail's name is approved on 1 June 2025. The 60-day point is 31 July, subject to the expiry displayed by the service. The 28 July MGT-14 is eight days after the 20 July special resolution, but the 4 August INC-24 attempt is 64 days after reservation approval. A timely MGT-14 does not preserve the reservation. Resolve or re-reserve the name as required and check whether the existing resolution still supports the application. Shorter notice is optional only with valid consent.

6. An open inspection and a ₹10 crore bank default

DefaultInfra wants to move from Maharashtra to Assam while a Companies Act inspection is ongoing. On those facts the ordinary Rule 30(9) restriction applies, unless a verified statutory exception is available. Separately address the bank's rights, covenants and any objection. Payment or a written consent may help, but neither cures the inspection bar, and a creditor's consent is not the only protection recognised in section 13(5).

Common questions

• Do contracts and proceedings continue after renaming? The company remains the same entity. Review any contractual notice, licence amendment and tax conditions separately.
• Does a different floor count? If the registered address specifies a unit or floor that actually changes, consider it an address change and file INC-22 with the relevant evidence within the section 12(4) period.
• Can books be kept elsewhere in India? Section 128(1) permits the board to select another place in India; file the prescribed AOC-5 notice within seven days of the decision.
• How long does the old name appear? Section 12(3) covers former names changed during the preceding two years in the prescribed name displays and documents.
• Does INC-28 update the street address? It registers the order. Complete the separate INC-22 process and verify both the certificate and address details.
• Can the company use a director's home? Check title or occupancy and permission evidence, applicable property and local rules, display and mail receipt. A residential address does not displace the registered-office requirements.

Sources

• Companies Act, 2013: sections 4, 12, 13, 101, 102, 114, 117 and 128
• Gazette amendments to Incorporation Rules 28 and 30
• Consolidated Incorporation Rules: Rules 25, 27–31
• G.S.R. 790(E), 2023: amendment to Rule 30(9)
• MCA INC-23 instructions: confirm the current form and operative rules
• MCA INC-22 instructions: proof and change of registered office
• MCA INC-24 instructions: approval and name reservation
• GST portal: registration application
• CBIC GST rules: Rule 41 and Form GST ITC-02
• CBIC Circular 133/03/2020-GST: state-level credit allocation in business reorganisation