ICSI Requests MCA Exemption from Regional Director Approval for Intra-State Office Relocations Following ROC Restructuring

Background and Context

The Institute of Company Secretaries of India (ICSI) has submitted a formal representation to the Ministry of Corporate Affairs (MCA), raising concerns about unintended compliance complications that have emerged as a direct consequence of the MCA's recent administrative reorganisation of Registrar of Companies (ROC) offices across India.

The representation, dated March 16, 2026, was addressed to Ms. Deepti Gaur Mukerjee, the Hon'ble Secretary, Ministry of Corporate Affairs, Kartavya Bhawan-1, New Delhi, bearing reference number G&CL: MCA: MAR:03/2026.

While the ICSI has acknowledged the administrative reforms undertaken by the MCA as a forward-looking initiative to strengthen regulatory infrastructure, it has simultaneously brought to the Ministry's attention a practical hardship that has arisen as an unintended side effect of those very reforms.

MCA Notifications and New ROC Offices

The MCA issued two key notifications — dated 23rd October 2025 and 13th February 2026 — through which new ROC offices were operationalised in the following locations:

  • Delhi
  • Kolkata
  • Mumbai
  • Uttar Pradesh

These notifications redefined the territorial jurisdictions of existing and newly established ROC offices. As a result, several States and Union Territories — including Tamil Nadu, Maharashtra, Uttar Pradesh, West Bengal, and the National Capital Territory of Delhi — now fall under the jurisdiction of more than one ROC.

The ICSI has appreciated the intent behind this reorganisation, noting that it is aimed at:

  • Reducing the administrative workload on existing ROC offices
  • Enhancing regulatory service delivery across regions
  • Strengthening the overall corporate governance framework under the Companies Act, 2013

However, the unintended consequence of this jurisdictional redrawing has created fresh compliance hurdles for companies that are shifting their registered offices entirely within the same State.

At the heart of this issue lies the proviso to Section 12(5)(b) of the Companies Act, 2013, which mandates that any shift of a company's registered office from the jurisdiction of one ROC to another must be preceded by prior confirmation from the Regional Director, following the prescribed procedure under the Act and the applicable rules.

What Changed Before vs. After the Notifications

Before the MCA notifications of October 2025 and February 2026, the situation was considerably simpler:

Earlier Compliance Requirement:

  • An intra-State shift of registered office required only the filing of Form INC-22 with the concerned ROC.
  • No Regional Director approval was needed as long as the shift remained within the same State and the same ROC jurisdiction.
  • The entire process was routine, time-efficient, and low-cost.