Shifting Registered Office from One ROC Jurisdiction to Another Within the Same State

As businesses expand, join operations, or move their management and administrative functions, it often becomes necessary to shift the registered office of the company.

While a change of registered office within the same city or within the jurisdiction of the same Registrar of Companies (ROC) is relatively straightforward, a shift from the jurisdiction of one ROC to another ROC within the same State involves more regulatory approvals and compliances under the Companies Act, 2013.

Need Expert Help with Your Registered Office Shift?

What Is a Change from One ROC to Another ROC?

A company may decide to shift its registered office from one city to another within the same State where the proposed shift results in a change in ROC jurisdiction.

Examples include:

• Mumbai to Pune
• Chennai to Coimbatore

In such cases, although the company continues to remain within the same State, the jurisdiction of the Registrar of Companies changes, triggering the need for approval from the Regional Director.

Legal Provisions Applicable

The process is governed by:

• Section 12(5) of the Companies Act, 2013
• Section 12(6) of the Companies Act, 2013
• Rule 28 of the Companies (Incorporation) Rules, 2014

As per Section 12(5), where the registered office is shifted from the jurisdiction of one Registrar of Companies to another Registrar of Companies within the same State, such a change requires confirmation from the Regional Director.

Why is Regional Director Approval Required?

The change of ROC jurisdiction impacts the administrative and regulatory oversight of the company.

Accordingly, the Companies Act mandates that such shifts receive approval from the Regional Director to ensure the following:

• Protection of stakeholder interests;
• No adverse impact on employees;
• Compliance with statutory obligations;
• No misuse of jurisdictional changes in ongoing legal or regulatory proceedings.

Step-by-Step Procedure for Shifting Registered Office from One ROC to Another ROC within the Same State

Step 1 – Board Meeting

The Board of Directors must:

• Approve the proposal for shifting the registered office.
• Approve the notice convening the shareholders’ meeting.
• Authorize directors or professionals to undertake the necessary filings and compliances.

Step 2 – Shareholders’ Approval

The company must get approval of the shareholders by passing a Special Resolution.

Following the shareholders‘ approval, Form MGT-14 is required to be filed with the Registrar of Companies within the prescribed timeline.

 Step 3 – Intimation to Chief Secretary

The company is required to intimate the Chief Secretary of the concerned State Government about the proposed shifting of the registered office.

Such intimation must confirm that the interests of employees are not adversely affected due to the proposed shift.

The acknowledgement of such intimation is required to be attached to the Regional Director application.

 Step 4 – Filing of Application with Regional Director

The company is required to file Form INC-23 with the Regional Director having jurisdiction over the matter.

The application is accompanied by prescribed declarations and supporting documents.

The Regional Director may seek additional information or clarification, if required.

 Step 5 – Approval by Regional Director

Upon satisfaction of the requirements under the Companies Act and Rules, the Regional Director issues an order approving the proposed shift.

 Step 6 – Filing of Regional Director Order

The company must file Form INC-28 with the Registrar of Companies for registration of the Regional Director’s order.

 Step 7 – Filing of New Registered Office Details

The company must thereafter file Form INC-22 for recording the new registered office address.

Upon successful registration, the registered office stands shifted to the new jurisdiction.

Documents Required for Shifting Registered Office Between ROC Jurisdictions

Company Documents

• Certificate of Incorporation
• Memorandum and Articles of Association
• PAN of the Company
• Details of Directors and Authorised Signatories
• Shareholding Pattern (if available)

Registered Office Address Proof

 In Case of Rented Premises

• Leave & License Agreement / Rent Agreement
• No Objection Certificate from Owner
• Utility Bill not older than two months

 In Case of Owned Premises

• Sale Deed or Ownership Documents
• Utility Bill not older than two months

Documents for Regional Director Application

• Certified True Copy of Board Resolution
• Certified True Copy of Special Resolution
• Declaration confirming no default in payment of dues to workmen
• Declaration confirming consent of creditors has been obtained or adequate provision has been made for discharge of liabilities
• Declaration confirming that employee interests are not adversely affected due to the proposed shifting
• Declaration about pending prosecutions
• Declaration confirming that the company must not seek change in jurisdiction of any court where prosecution proceedings are pending
• Acknowledgement of intimation submitted to the Chief Secretary
• Authorisation and Representation Resolutions
• Digital Signature Certificate (DSC) of the authorized signatory

Key Forms Involved

Form

Purpose

MGT-14

Filing of Special Resolution

INC-23

Application to Regional Director

INC-28

Filing of Regional Director Order

INC-22

Intimation of New Registered Office Address

Contact Chhota CFO today for smooth, timely, and compliant registered office shifting support.

Common Compliance Mistakes Companies Make

Many companies assume that a registered office shift within the same State is a routine filing. However, common issues include:

• Failure to identify change in ROC jurisdiction at the planning stage.
• Delay in obtaining address proof documents.
• Incomplete declarations for Regional Director approval.
• Missing acknowledgement from the Chief Secretary.
• Incorrect filing sequence of INC-23, INC-28 and INC-22.
• Non-updation of statutory registrations after completion of the shift.

Need Help with a Registered Office Shift?

If your company is planning to shift its registered office from the jurisdiction of one ROC to another ROC within the same State, it is important to structure the process correctly from the outset.

Reach out to Chhota CFO for professional help with corporate secretarial compliances, ROC filings, Regional Director approvals, and end-to-end registered office shifting support.