Procedure for Shifting Registered Office Outside Local Limits Within the Same State (Under Different ROC Jurisdiction)
Relocating a company’s registered office is a significant corporate action that requires strict adherence to legal provisions under the Companies Act, 2013. When a company shifts its registered office outside the local limits of a city, town, or village—but remains within the same state and falls under the jurisdiction of a different Registrar of Companies (ROC)—a specific procedure must be followed.
This article outlines the governing provisions, step-by-step procedure, and key compliance points involved in such a shift.
Governing Provisions
The process is governed by the following legal provisions:
- Sections 12 and 13 of the Companies Act, 2013
- Rule 25, 27 and 30(5) of the Companies (Incorporation) Rules, 2014
These provisions collectively regulate changes to a company’s registered office and alterations to the Memorandum of Association (MOA).
Step-by-Step Procedure
1. Board Meeting and Resolution
The process begins with convening a Board Meeting. The Board of Directors must:
- Approve the proposal for shifting the registered office
- Authorize the calling of an Extraordinary General Meeting (EGM)
2. Extraordinary General Meeting (EGM) and Special Resolution
At the EGM:
- Members must approve the shift through a Special Resolution
- The resolution must comply with Sections 12(4), 12(5), 12(6), and 13 of the Companies Act, 2013
3. Filing of e-Form MGT-14
- The Special Resolution must be filed with the ROC in Form MGT-14
- Timeline: Within 30 days from the date of passing the resolution
4. Public Notice in Form INC-26
The company must:
- Publish a notice in:
- One English newspaper
- One vernacular language newspaper of the state
- Serve a copy of the advertisement to:
- ROC
- Regional Director (RD)
This notice informs the public about the proposed shift.
5. Serving Individual Notices
Individual notices must be sent to:
- Creditors
- Debenture holders
- Depositors
They must be given an opportunity to raise objections within 21 days from the date of publication.
6. Filing of Forms GNL-1 and INC-23
- Application for approval must be filed with:
- ROC
- Regional Director
These forms formally initiate the approval process for shifting jurisdiction.
7. Approval by Regional Director
- If no objections are received, the Regional Director issues confirmation
8. Filing of e-Form INC-28
- File the certified copy of the Regional Director’s order
- Timeline: Within 30 days of receiving the order
9. Filing of e-Form INC-22
- Submit the new registered office address to ROC
- Timeline: Within 30 days from RD confirmation
The company must also update:
- Letterheads
- Signboards
- Statutory records
- Other official documents
Important Compliance Points
- Forms GNL-1 and INC-23 must be filed:
- Within 30 days
- Not earlier than 14 days from newspaper publication
- Within 30 days of filing INC-23, the company must:
- Send individual notices (via registered post with acknowledgment) to all creditors and debenture holders
- Notify:
- Registrar of Companies (ROC)
- Securities and Exchange Board of India (SEBI) (for listed companies)
- Relevant regulatory authorities (if applicable)
Conclusion
Shifting a registered office across ROC jurisdictions within the same state involves multiple regulatory approvals and procedural steps. From board approval to Regional Director confirmation and final filings, each stage demands careful compliance with statutory timelines and documentation requirements.
Companies planning such a move should ensure proper planning, timely filings, and clear communication with stakeholders to avoid delays or legal complications.
Here is a detailed checklist with timelines and documents required:
| S. No. | Data/Information/Details required |
| 1 | COI, MOA & AOA of the Company (Word File and pdf also) |
| 2 | Date, Time, Place of Board Meeting approving shifting |
| 3 | Date Time & Place of General Meeting approving shifting |
| 4 | Reason (s) for shifting |
| 5 | Latest Audited financial statements as on 31.03.2024 |
| 6 | Present list of shareholders |
| 7 | List of latest creditors and debenture holders showing name, address, nature and amounts (post EGM Date Required) |
| 8 | CA certificate verifying List of creditors and debenture holders |
| 9 | Do the company having Employees working at registered office ? Yes or no |
| 10 | Who is going to sign the entire petition? A minimum of two directors are needed. (The MD and CS will sign mandatory if the company have them) |
| 11 | Stamp papers (List provided in sheet 2) |
| 12 | Whose Digital Signature will be affixed on the E forms |
| 13 | Copy of GST Certificate |
–
| Sr. No. | Event | Timeline |
| 1 | Notice of Board Meeting | T-9 |
| 2 | Conduct Board Meeting | T |
| 3 | Notice of EGM | T |
| 4 | Conduct EGM (Y) | T+24 |
| 5 | MGT-14 (Alteration of MOA & Shifting of RO) | Y+1 |
| 6 | Prepare List of Creditors & Debentureholders (C) | Y+2 |
| 7 | INC-26 (Publish Notice in newspaper) | Y+2 |
| 8 | Newspaper Intimation to ROC, RD of concerned state | Y+3 |
| 9 | Notice to Creditors & receive NOC | Y |
| 10 | Signing & execution of petition | – |
| 11 | copy of petition to chief Secretary | – |
| 12 | copy of petition to ROC | – |
| 13 | Application to ROC in form GNL-1 | Y+8 |
| 14 | INC-23 (I) | C+1 |
| 15 | hard copy of application and all documents to RD | I+15 |
| 16 | Order received (O) | |
| 17 | INC-28 | O+2 |
| 18 | Approval (A) | A |
| 19 | INC-22 | A+30 |
–
| S.NO. | AFFIDAVITS |
| 1. | Affidavit verifying the petition |
| 2. | Affidavit verifying the publication & service of Notice with copy of Newspaper cutting |
| 3. | Affidavit verifying the creditors and debenture holders |
| 4. | Affidavit verifying Non Retrenchment of employees as consequence of shifting of Registered Office |
| 5. | Undertaking regarding payment of demand raised by the statutory authorities and the stakeholders of the company |
| 6. | Affidavit regarding no prosecution/ inspection/ inquiry/ investigation filed against the company or its officers in default |
| 7. | Affidavit regarding compliance of the terms of rules with respect to the shifting of registered office of the company |
| 8. | Declaration regarding no objection pursuant to Rule 30(7) of Companies (Incorporation) Rules, 2014 |
| 9. | Declaration regarding payment of dues to workmen and provision for the payment of creditors |
| 10. | Affidavit regarding due discharge of debts and obligations by the company |
| 11. | Affidavit that company has not accepted any deposits/money from any public |
| 12. | Memorandum of Appearance |
| 13. | Affidavit regarding non NBFC activities |
| 14. | Extra stamps (might require at later date) |
| TOTAL |
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**This document is for educational purposes only and does not constitute legal advice.
Author : CS Vinish Mathur M/s Ronak Jhuthawat & Co, Practicing Company secretary Call: +91 98874 22212 | Email: compliancerjac@gmail.com
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