Shifting of Registered office from One State to Another

[CS Vipul Jain]

Dear Members,

Do we need to file Form GNL-2 for the shifting of registered office from one state to another?

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Thanks & Regards,

Vipul Jain | CS, LLB (Hons), B.Com (Hons)

M/s Vipul Jain & Associates

Practicing Company Secretaries | Registered Trademarks Agent

Peer Reviewed Practice Unit

Office: 303, Shreenathji Avenue, 158, RNT Marg, 

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[Deepak Singhal]

Yes part of the process

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Thanks & Regards
CS Deepak Singhal
Deepak Singhal & Associates
(Company Secretaries)

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[Abhishek Sharma]

No — Form GNL-2 is not required for shifting the registered office from one state to another. 

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1️⃣ Board & Special Resolution

• Hold a Board Meeting → approve proposal to shift registered office to another state.
• Call an Extraordinary General Meeting (EGM) → pass a Special Resolution (Section 13(4)).

👉 File Form MGT-14 with the ROC
within 30 days of passing the Special Resolution.
Attachments:

• Certified true copy of Special Resolution
• Notice and Explanatory Statement of EGM
• Altered MOA (with new state name)

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2️⃣ Application to Central Government

• Apply to the Regional Director (RD) for approval of alteration of registered office clause.
  👉 Form INC-23

Attachments:

• Copy of MOA & AOA
• Copy of Board & Special Resolutions
• List of creditors and debenture holders
• Declaration verifying list of creditors
• Newspaper advertisement & individual notices

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3️⃣ After RD Approval

• File Form INC-28 with ROC
  (to register the RD’s order confirming the change).

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4️⃣ File with New ROC

• File Form INC-22 with the new ROC
  (for change of registered office address).

Attachments:

• Proof of new office address (rent agreement, NOC, utility bill, etc.)
• Copy of RD order

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So, in short:

Purpose	Form	Authority
Special Resolution	MGT-14	ROC
Application for shifting	INC-23	RD
RD’s Order filing	INC-28	ROC
Change of address	INC-22	ROC

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🔹 GNL-2 is a general-purpose form used only when a form or document cannot be filed electronically (for example, physical submission or court order not covered by other forms).
Hence, it is not part of the registered office shifting process.

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[Deepak Singhal]

Hi 

Please confirm that you have practically handled the said matter as we have handled more than 50 cases of shifting of RO from one state to another and its a mandatory form to intimate the same to ROC via GNL form (some ROC ask GNL 1 and some ROC ask GNL 2).

Further as per the rule 30 dispatch through post is required but when you practically dealt it RD mandates to show form GNL 

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[Anurag Tiwari]

I had handled 189 cases of shifting of registered office from one to another state we don't file GNL anywhere 

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[Deepak Singhal]

Which state as we have dealt for ROC and RD Delhi and they specifically mandate for such filing.

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[Ashish Gupta]

I endorse views of CS Deepak. Rather RoC, Punjab didn't issued report to RD citing non filing of Form GNL 1

We argued but of no avail

 
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[Sandip Gohel]

Yes, earlier (before Version 3), it was the GNL-2 form, and after the transition to Version 3, all such forms were shifted under GNL1. Even my ROC report mentioned that GNL-1 was not filed,  I already filed GNL-2 for the same purpose.

However, the Hyderabad ROC informed me that first GNL-1 needs to be filed, and only then after if any additional document then  GNL-2 can be submitted. Therefore, I am not  sure what exactly the ROC requires in this case.

Moreover, since this form is only for information purposes and the report is sent to RD, and the form is processed in STP mode, I do not understand why a query has been raised for the same.

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[Vikram Saraf]

Even though it is not required by law, most RDs still ask for it. 

On Fri, 31 Oct 2025 at 16:34, CS Vipul Jain <in...@csvipuljain.com> wrote:

Dear Members,

Do we need to file Form GNL-2 for the shifting of registered office from one state to another?

--

Thanks & Regards,

Vipul Jain | CS, LLB (Hons), B.Com (Hons)

M/s Vipul Jain & Associates

Practicing Company Secretaries | Registered Trademarks Agent

Peer Reviewed Practice Unit

Office: 303, Shreenathji Avenue, 158, RNT Marg, 

Indore (MP) 452001

Email ID: in...@csvipuljain.com

Fixed Line: 8602898870

Direct No.: +91 9329434227

Visit us: https://csvipuljain.com/

 

Thanks & Regards
Vikram Saraf
FCA|FCS|LLB
208-210, 2nd Floor, Mukhija Chambers
Opposite Raymond's, MI Road, Jaipur- 302001 (Raj.)
LL:-+91-141-2379-220, 4008-579 & M: +91-98293-99925

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[Deepak Singhal]

Yes and even in one of our case in Delhi ROC we filed GNL 2 in V2 and ROC ask for GNL 1 than we legally replied to Delhi ROC that no GNL is required as per law but they insist us to file GNL 1, after a long debate and continuous follow up with ROC for 15-20 days they agreed to approve GNL 2. So that's is ROC approach to file GNL 

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