Restructuring of ROC Jurisdiction In Delhi

The Ministry of Corporate Affairs, through its notification dated 23rd October 2025 under Section 396 of the Companies Act, 2013, has restructured the Registrar of Companies jurisdiction in Delhi with effect from 16th February 2026. The earlier combined Delhi-Haryana ROC has been separated, with Haryana shifting to Chandigarh and Delhi bifurcated into ROC South Delhi and ROC Central Delhi based on district-wise mapping. Companies must identify their applicable ROC jurisdiction as reflected in master data. While the reallocation is automatic, any future shift of registered office across the two ROC jurisdictions within Delhi now constitutes an inter-ROC transfer, requiring Regional Director approval through filing of Form INC-23 under Section 12 and relevant rules. The process includes passing a special resolution, newspaper publication, declarations, and formal approval before effecting the shift. Non-compliance may attract penalties, regulatory action, and invalidation of the office transfer. Companies are advised to conduct immediate jurisdiction reviews and ensure structured compliance.

Corporate Law Update | MCA Notification Effective: 16th February 2026

RESTRUCTURING OF ROC JURISDICTION IN DELHI

Implications of the Ministry of Corporate Affairs Notification dated 23rd October 2025
A Comprehensive Compliance Guide for Companies with Registered Offices in Delhi

1. Background and Legislative Framework

The Registrar of Companies (ROC) is a statutory authority established under the Companies Act, 2013, functioning under the aegis of the Ministry of Corporate Affairs. The ROC is responsible for administering company registrations, overseeing statutory filings, maintaining public records, and ensuring compliance with the provisions of the Companies Act by companies falling within its jurisdiction.

Historically, the state of Delhi shared a common ROC jurisdiction with the state of Haryana. This combined jurisdiction had been operational since the early days of corporate regulation in India and served as the singular point of statutory compliance for companies incorporated in both territories. However, with the exponential growth in the number of companies registered in the National Capital Territory (NCT) of Delhi, the administrative burden on a single ROC had become substantial, warranting a structural reorganisation. Section 396 of the Companies Act, 2013 empowers the Central Government to establish new Registrars of Companies and to define or redefine the territorial jurisdiction of existing ones. Invoking this provision, the Ministry of Corporate Affairs undertook a comprehensive review of ROC jurisdictions across India, resulting in the significant restructuring outlined herein.

2. The MCA Notification dated 23rd October 2025

On 23rd October 2025, the Ministry of Corporate Affairs issued an official notification pursuant to the powers conferred under Section 396 of the Companies Act, 2013. The notification, which came into effect on 16th February 2026, introduced two fundamental changes to the ROC landscape in the Delhi-NCT region:

• The separation of Haryana from the combined Delhi-Haryana ROC jurisdiction, with Haryana’s ROC now being relocated to and operated from Chandigarh.
• The bifurcation of Delhi’s ROC into two separate and independent Registrar offices, namely ROC SOUTH DELHI and ROC CENTRAL DELHI, each covering specified districts within the National Capital Territory.

This restructuring marks one of the most significant administrative changes to corporate regulatory infrastructure in the Delhi-NCT region in recent decades. It necessitates immediate attention and proactive compliance assessment by all companies with registered offices within Delhi.

3. New ROC Jurisdiction: District-wise Mapping

The two newly constituted ROC offices for Delhi cover the following districts of the National Capital Territory. Companies are required to identify their applicable ROC based on the district in which their registered office is situated:

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4. Compliance Impact and Implications for Companies

4.1 Immediate Impact: Change in Applicable ROC

As a direct consequence of the bifurcation, all companies with registered offices in Delhi must now identify whether they fall under the jurisdiction of ROC SOUTH DELHI or ROC CENTRAL DELHI and now available in the Master Data of the Company. This identification is critical for all future statutory filings, correspondence with the ROC, and compliance certifications.

Companies whose registered offices were previously under the erstwhile combined Delhi-Haryana ROC will now be reallocated to either ROC SOUTH DELHI or ROC CENTRAL DELHI based on their district, without the need for any additional filing — this reallocation is automatic and administrative in nature. However, any future change in the registered office address that results in a change of ROC jurisdiction will attract specific compliance obligations as detailed below.

4.2 Triggered Compliance: Shifting of Registered Office across ROC Boundaries

The most critical compliance implication of this restructuring arises when a company intends to shift its registered office from one district to another within Delhi, where such a shift results in a change from one ROC jurisdiction to the other. This scenario, which was previously a straightforward intra-ROC relocation within Delhi, now constitutes an inter-ROC shift requiring a higher level of statutory compliance.

To illustrate with a practical example:

This example underscores a crucial shift in the regulatory landscape: what was previously a simple intra-state, intra-ROC office relocation has now, in many cases, transformed into an inter-ROC jurisdictional change, triggering compliance obligations that were previously reserved for interstate office transfers.

5. Legal Requirement: Filing of Form INC-23

5.1 Statutory Basis

The requirement for filing Form INC-23 in case of a change in ROC jurisdiction flows from Section 12 of the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014.

5.2 Form INC-23: Overview and Requirements

Form INC-23 is the prescribed form for filing an Application for Approval by Regional Director for Shifting of Registered Office from from the jurisdiction of one ROC to another within the same state. The key requirements for filing Form INC-23 include the following:

• A duly passed special resolution by the shareholders of the company authorising the shift of the registered office.
• A copy of the new registered office address.
• A declaration by the Board of Directors confirming that no employees will be adversely affected as a result of the proposed shift, or that adequate steps have been taken to address any such impact.
• Confirmation that no outstanding liabilities or legal proceedings exist that may be affected by the proposed relocation.
• Publication of a notice of the proposed shift in a newspaper circulated in the district in which the current registered office is situated.
• Any other documents as may be prescribed or required by the Regional Director at the time of filing.

5.3 Filing with the Regional Director

Form INC-23 is required to be filed with the Regional Director (Northern Region-1), who exercises jurisdiction over Delhi. The Regional Director is empowered to approve or reject the application after examining the documents submitted and satisfying themselves that the interests of shareholders, creditors, and employees are adequately protected.

Upon receipt of the Regional Director’s approval order, the company must file the relevant forms with the ROC to update its registered office address and ROC jurisdiction details in the Ministry of Corporate Affairs portal. The shift shall not be deemed effective until all requisite filings are completed and acknowledgement is received.

Corporate Law Update | MCA Notification Effective: 16th February 2026

6. Step-by-Step Compliance Framework

Companies that are affected by this restructuring are advised to follow the compliance framework set out below in a structured and time-bound manner:

7. Consequences of Non-Compliance

Failure to comply with the applicable provisions of the Companies Act, 2013 in relation to changes in ROC jurisdiction can expose a company and its officers to significant adverse consequences. These may include, but are not limited to:

• Monetary Penalties: Under Section 12 of the Companies Act, 2013, non-compliance with the provisions governing the Registered Office of the Company may attract penalties on the company as well as every officer in default.
• Invalidity of the Shift: An unregistered or unapproved shift of registered office may be deemed legally ineffective, creating confusion in legal proceedings, regulatory communications, and third-party contracts.
• Regulatory Action: The ROC retains the authority to initiate inquiry and prosecution proceedings against companies that fail to maintain accurate statutory records, particularly those pertaining to the registered office address.
• Reputational Risk: Non-compliance with regulatory filings can adversely affect a company’s credit standing, investor confidence, and ability to engage in certain corporate transactions.

Compliance Advisory:

Companies are strongly encouraged to conduct an immediate internal review of their registered office location and map it to the appropriate ROC jurisdiction under the new regime. Where applicable, legal counsel should be engaged to assist with the preparation and filing of Form INC-23 in a timely manner to avoid the risk of non-compliance.

8. Key Dates and Immediate Action Points

9. Conclusion

The bifurcation of the Registrar of Companies jurisdiction in Delhi represents a significant and long-overdue administrative reform aimed at improving the efficiency of corporate regulation in one of India’s most commercially active regions. While the reorganisation is administrative in nature, its compliance implications for companies with registered offices in Delhi are real, immediate, and legally consequential. Companies must approach this transition proactively. The first step is a clear identification of the applicable ROC jurisdiction based on the district mapping provided in the MCA notification. The second is a careful assessment of any planned or contemplated office relocations that may cross ROC boundaries, and the consequential obligation to seek Regional Director approval via Form INC-23.

In an era of increasing regulatory scrutiny, timely and accurate compliance is not merely a legal obligation — it is a mark of sound corporate governance. Companies are advised to engage qualified Company Secretaries and legal advisors to navigate this transition effectively and to ensure full compliance with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

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Disclaimer: This article has been prepared for general informational and knowledge-sharing purposes only. It does not constitute legal, regulatory, or professional advice. Readers are advised to seek independent legal counsel and refer to the official Ministry of Corporate Affairs notification for authoritative guidance. The authors and publishers accept no liability for any reliance placed on the information contained herein.