Form INC-23: Complete Guide to Application for Shifting Registered Office Across States/Jurisdictions
Form INC-23 is the web form filed with the Regional Director (RD) to seek approval for shifting a company’s registered office from one state to another, or from the jurisdiction of one Registrar of Companies to another within the same state. It is governed by Sections 12(5) and 13(4) of the Companies Act, 2013 read with Rules 28 and 30 of the Companies (Incorporation) Rules, 2014.
Who Should File INC-23 / When is it Filed
A company that has passed the requisite special resolution to shift its registered office from one state to another, or between RoC jurisdictions within the same state, must apply to the Regional Director (Central Government) in Form INC-23 for confirmation/approval before effecting the change.
Important Checkpoints Before Filing
- The signing authority must hold a valid, non-expired, non-revoked DSC
- Signatories must hold an approved DIN or valid PAN or Membership number, associated with the company under the selected designation as on the date of filing
- The business user must be associated with, or authorised by, the company to e-file on its behalf
- The DSC of authorised signatories must be registered on the MCA portal against the DIN/PAN/Membership number entered
- No other webform INC-23 should be pending against the same CIN
- No other Form INC-23 should already have been approved against the same MGT-14 SRN
- For resubmission: application must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
- If field space is insufficient, additional details may be furnished as an optional attachment
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Navigate to “Reporting / Change of Registered Office Address”
- Access “Application to Regional Director for approval to shift the Registered Office (INC-23)”
- Enter/search/select CIN/FCRN
- Fill up the application, quoting the MGT-14 SRN for the special resolution
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal within 15 days of SRN generation
- Pay Fees within 7 days of successful upload (or due date + 2 days, whichever is earlier — otherwise the SRN is cancelled)
- Receive acknowledgement; once processed, an approval/rejection letter is emailed to the registered ID
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN or valid PAN/Membership number, associated with the CIN under the selected designation
Fee Structure
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Up to 25,00,000 | 2,000 |
| Above 25,00,000 up to 50,00,000 | 5,000 |
| Above 50,00,000 up to 5,00,00,000 | 10,000 |
| Above 5,00,00,000 up to 10 crore | 15,000 |
| Above 10 crore | 20,000 |
| Applicant Type | Fee (INR) |
|---|---|
| Company limited by guarantee without share capital | 2,000 |
| Section 8 company (valid license) | 2,000 |
No additional/delay fee is prescribed for INC-23.
Processing Mode
Form INC-23 is processed in Non-STP mode — every filing is reviewed manually by the Regional Director’s office.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What two kinds of shift does INC-23 cover? Shifting the registered office from one RoC jurisdiction to another within the same state, and shifting from one state to another.
Q2. What must precede an INC-23 filing? A special resolution of the company approving the shift, filed via Form MGT-14, whose SRN is quoted in INC-23.
Q3. Is INC-23 processed automatically? No, it is always processed in Non-STP mode with manual review by the RD.
Q4. Can two INC-23 filings be pending simultaneously for the same company? No — no other INC-23 should be pending against the same CIN.
Q5. Is there a delay fee for INC-23? No — the Instruction Kit does not prescribe an additional/delay fee for this form.
Disclaimer
This article is based on the official Instruction Kit for Form INC-23 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.