# Change in Place of Registered Office

A change in the registered office's location involves alteration of the memorandum (specifically the Situation Clause). The procedure depends on where the office is being shifted.

## Four Scenarios

Scenario	Resolution Required	Approval Needed	Filing
Within a city (same locality)	Board Resolution	None	Notice to ROC in 30 days
Within a state (one city → another)	Special Resolution	None	Notice to ROC in 30 days
Within a state, one ROC → another ROC	Special Resolution	Permission of Regional Director	RD → 30 days; Co. → 60 days; ROC → 30 days
From one State to another (Sec 13(4), (5), 46)	Special Resolution	Approval of Central Government	60/30/Co. — Fresh Certificate of Incorporation issued

## Key Points

Only intra-city shifting can be done by Board Resolution alone.
Inter-state shift is the most onerous: CG approval + Fresh Certificate of Incorporation which acts as conclusive evidence.
The certificate issued by ROC after an inter-state shift is conclusive evidence that all requirements under the Act have been complied with.

## Mnemonic

"City = Board; State = Special; ROC = RD; Country-cross-state = CG."

Worked example

### Example 1

Q: ABC Ltd, registered in Mumbai (Maharashtra), wishes to shift its registered office to Pune (Maharashtra) — both falling under the same ROC.

A: This is a shift within the same state but from one city to another. A Special Resolution must be passed in a general meeting, and notice in the prescribed form must be filed with the ROC within 30 days. No CG or RD approval is required.

### Example 2

Q: XYZ Ltd in Delhi wishes to shift its registered office to Bengaluru (Karnataka).

A: This is an inter-state shift requiring alteration of the Situation Clause. Steps: (i) pass Special Resolution; (ii) apply for approval of the Central Government; (iii) on approval, file with the ROCs of both states; (iv) a Fresh Certificate of Incorporation is issued, which is conclusive evidence of the change.

⚠️ Common exam mistakes

Treating shifting within the same city as requiring a Special Resolution — only a Board Resolution is required.
Confusing 'Regional Director approval' (for change within a state but across ROCs) with 'Central Government approval' (for inter-state change).
Forgetting that a fresh certificate of incorporation is issued ONLY in an inter-state shift, not in intra-state shifts.

Bare-Act text Sections 13(4), 13(5), 46 · Companies Act, 2013 · click to expand

Section 13(4), (5) and Section 46 of the Companies Act, 2013 govern change in registered office from one state to another, requiring approval of the Central Government.

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