Comprehensive Compliance Guide for Shifting Registered Office Between ROC Jurisdictions Within the Same State

Relocating a company’s registered office from the jurisdiction of one Registrar of Companies (ROC) to another ROC within the same State is far more than a mere change of address. It is a procedural event regulated primarily by the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 and it often triggers cascading updates under tax, FEMA, intellectual property and labour law frameworks.

This article presents a consolidated, step-wise compliance guide, beginning with corporate law requirements for change of registered office, and then mapping out the consequent actions under Income-tax, GST, intellectual property, FEMA and labour legislations. The focus is specifically on a same-State shift from one ROC’s jurisdiction to another, not an inter-State move.

1. Change of Registered Office Between ROCs Within the Same State

When a company moves its registered office from the jurisdiction of one ROC to that of another ROC in the same State, it must secure internal approvals, regulatory permissions and file specific e-forms within prescribed timelines.

1.1 Board-Level Approvals and Initiation

The process commences at the Board level:

  • A Board Meeting is convened to:
    • Approve the proposal to shift the registered office from one ROC’s jurisdiction to another within the same State.
    • Fix the date, time and mode of the shareholders’ meeting.
    • Authorise specific directors and/or professionals to handle regulatory filings and compliances.

The Board resolution forms the foundational document for subsequent steps and is later attached with the application to the Regional Director in Form INC-23.

1.2 Members’ Approval by Special Resolution

A change of registered office that entails a shift from one ROC jurisdiction to another within the same State requires approval of the members by Special Resolution under Section 12(5) of the Companies Act, 2013.

  1. A general meeting is held to place the proposal before shareholders.
  2. The Special Resolution approving the shift is passed as per the requirements of the Act and relevant Secretarial Standards.
  3. The company must file this Special Resolution with the ROC in Form MGT-14 within 15 days of its passing.

Form MGT-14 is the statutory filing through which the ROC is informed of the members’ approval.

1.3 Intimation to the Chief Secretary of the State

Before approaching the Regional Director (RD), the company has an additional State-level obligation:

  • A communication must be sent to the Chief Secretary of the concerned State, stating that the proposed shift of the registered office will not adversely affect the interests of employees.
  • The acknowledgement of this intimation is important, as it is attached to Form INC-23 when filing the application before the RD.

1.4 Application to Regional Director – Form INC-23

The core regulatory approval for shifting the registered office between ROCs in the same State is obtained from the Regional Director under Section 12(5) read with Rule 28 of the Companies (Incorporation) Rules, 2014.

  • The application is made in Form INC-23 to the Regional Director having jurisdiction.
  • Prior to filing INC-23, the company must comply with the conditions laid down in Rule 28 as amended by the Companies (Incorporation) Second Amendment Rules, 2017.

1.4.1 No Public Newspaper Process for Same-State ROC-to-ROC Shift

Unlike an inter-State change of registered office, a same-State shift from one ROC to another:

  • Does not require:
    • Newspaper publication inviting objections, or
    • Individual notices to creditors, debenture holders and depositors with a 21-day objection window.
  • Instead, the company complies through declarations and documents prescribed under Rule 28, filed as attachments to Form INC-23.

However, this relaxation does not release the company from addressing creditor interests. It must still ensure that creditors are either consenting or adequately secured.

1.4.2 Mandatory Attachments to Form INC-23

As per the Companies (Incorporation) Second Amendment Rules, 2017, Form INC-23 has to be filed electronically with, at minimum, the following key attachments:

  • (a) Board Resolution approving the proposed shift of registered office.
  • (b) Special Resolution of members approving the change of registered office as required under Section 12(5).
  • (c) Declaration by the Key Managerial Personnel or by any two directors authorised by the Board, confirming that:
    • The company has not defaulted in any payments due to its workmen; and
    • It has either:
      • Obtained consent from its creditors for the proposed shift, or
      • Made necessary provision for payment of their dues.
  • (d) Declaration that the company is not seeking any change in the jurisdiction of the court where prosecution cases are pending.
  • (e) Acknowledged copy of intimation to the Chief Secretary of the State, affirming that the employees’ interests are not adversely affected by the proposed shift.

1.5 Circumstances Where RD May Refuse Approval

The Regional Director may deny or withhold approval where there are serious proceedings under the Companies Act, 2013. In particular, if:

  • Any inquiry, inspection or investigation has been initiated against the company, or
  • Any prosecution is pending against the company under the Act,

the RD may treat these as grounds to refuse or keep the application in abeyance until the issues are resolved.