# Shifting of Registered Office Within the Same State (Section 12)

Three scenarios arise, each with a distinct procedure:

## Scenario 1: Within Local Limits of Same City/Town/Village

Pass a Board Resolution only.
File Form INC-22 with ROC within 30 days.
No alteration of memorandum is involved.
No special resolution, no RD approval needed.

## Scenario 2: From One City to Another Within Same State (No Change of ROC Jurisdiction)

Pass a Special Resolution in general meeting.
In a public company, the special resolution shall be passed by Postal Ballot.
File Form MGT-14 with ROC within 30 days of passing special resolution.
File Form INC-22 with ROC within 30 days of change.
No alteration of memorandum is involved.
No RD approval required.

## Scenario 3: From One City to Another Within Same State (Change of ROC Jurisdiction)

Applicable only in States with more than one ROC (currently Maharashtra — Mumbai & Pune; and Tamil Nadu — Chennai & Coimbatore).

Procedure:

1. Pass a Special Resolution in general meeting.

2. Apply to Regional Director (RD) for approval.

3. RD shall communicate confirmation within 30 days from date of receipt of application.

4. The company shall file the confirmation with the Registrar within 60 days of date of confirmation.

5. ROC shall register the same and certify the registration within 30 days of filing of such confirmation.

6. File Form MGT-14 with ROC within 30 days of passing special resolution.

7. File Form INC-22 with ROC within 30 days of change.

8. No alteration of memorandum is involved.

## Note on Notice of Change

Notice of every change of situation of registered office after incorporation, verified in Form INC-22 along with prescribed fee, shall be given to the Registrar within 30 days of the change. (For specified IFSC public/IFSC private companies, the period is 60 days instead of 30.)

## Quick Comparison Table

Type of Shift	Resolution	RD Approval	MGT-14	INC-22	MoA Alteration
Within same city	Board Resolution	No	No	Yes (30 days)	No
Same State, same ROC	Special Resolution (Postal Ballot for public co.)	No	Yes (30 days)	Yes (30 days)	No
Same State, different ROC	Special Resolution	Yes (RD)	Yes (30 days)	Yes (30 days)	No

Worked example

### Example 1

Example: ABC Pvt. Ltd. wants to shift its registered office from one building to another within Mumbai. What is the procedure?

Answer: Since it is within the local limits of the same city, only a Board Resolution is required. Form INC-22 must be filed with ROC within 30 days of the change. No alteration of memorandum is involved.

### Example 2

Example: XYZ Ltd. (a public company) wants to shift its registered office from Pune to Nagpur — both in Maharashtra. Pune ROC and Nagpur ROC are different (Mumbai ROC vs Pune ROC, etc.). Procedure?

Answer: Since this is within Maharashtra but involves change of ROC jurisdiction (Maharashtra has two ROCs — Mumbai and Pune), the company must (1) pass a special resolution, (2) apply to the Regional Director for approval, (3) file confirmation with ROC within 60 days, (4) file MGT-14 within 30 days of special resolution, and (5) file INC-22 within 30 days of change.

### Example 3

Example: A public company wants to shift registered office within the same state where there's only one ROC. Can the special resolution be passed by show of hands?

Answer: No. In a public company, where postal ballot is required, the special resolution shall be passed by postal ballot, not by show of hands at a physical meeting.

⚠️ Common exam mistakes

Applying for RD approval for intra-state shifts that do not change ROC jurisdiction — unnecessary.
Forgetting that intra-state shifts (even to a different city or different ROC) do NOT alter the memorandum.
Confusing the 30-day MGT-14 filing with the 60-day filing of RD confirmation with ROC.
Forgetting that for public companies, special resolution for shifting must be by postal ballot.

Reference: Section 12 — The Companies Act, 2013

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Shifting of Registered Office Within Same State (Section 12)

Worked example

⚠️ Common exam mistakes