# Registered Office (Section 12)

Every company must have a registered office capable of receiving and acknowledging all communications.

## Initial Requirement

Within 30 days of incorporation, the company must have a registered office.
Verification is filed with ROC (Form INC-22 in practice).

## Change of Registered Office - Four Scenarios

This is one of the most tested topics. Memorise the procedure for each level of change.

### Scenario 1: Within Same City / Town / Village

Step	Requirement
1	Board Resolution (BR)
2	Intimate ROC via INC-22 within 30 days
3	Obtain fresh Certificate of Incorporation (COI)

### Scenario 2: One City to Another (Same State, Same ROC)

Step	Requirement
1	BR
2	Special Resolution (SR) in general meeting
3	Intimate ROC via INC-22 within 30 days
4	Obtain fresh COI

### Scenario 3: One ROC to Another (within Same State)

Step	Requirement
1	BR + SR
2	Application to Regional Director (RD)
3	RD must give approval within 30 days
4	Company to intimate ROC within 60 days
5	File INC-22 within 30 days
6	Obtain fresh COI

### Scenario 4: One State to Another (Change of Situation Clause)

This is a change of MOA and is treated as Situation Clause amendment (Section 13).

Step	Requirement
1	BR + SR
2	Application to Central Government
3	CG approval (considers creditors, debenture holders) within 60 days
4	Intimate ROC with approval certificate within 30 days (INC-22)
5	Obtain fresh COI

## Important Notes

For Scenarios 1, 2 and 3 — No alteration of MOA is required.
For Scenario 4 — MOA's situation clause changes.
State Government cannot restrict change of situation clause.
Employees have a right to oppose (protection of livelihood).

## Mental Model — Levels of Authority

Level of change	Approval ascends to
Same locality	Board
Same state, same ROC	Members (SR)
Same state, different ROC	Regional Director
Different state	Central Government

Worked example

### Example 1

Example 1 - Same city: ABC Ltd shifts its registered office from Bandra to Andheri (both in Mumbai). Required steps: pass a BR, file INC-22 within 30 days. No SR needed.

### Example 2

Example 2 - Same state, same ROC: ABC Ltd shifts its registered office from Mumbai to Pune (both in Maharashtra, same ROC). Required: BR + SR + INC-22 within 30 days.

### Example 3

Example 3 - Same state, different ROC: XYZ Ltd shifts from Chennai to Coimbatore but the two come under different ROCs (Tamil Nadu has multiple ROCs). Required: BR + SR + RD application + RD approval + INC-22.

### Example 4

Example 4 - Different state: PQR Ltd wants to shift from Delhi to Bengaluru. Required: BR + SR + CG approval (creditors and employees considered) + filing with both ROCs. Employees may object.

⚠️ Common exam mistakes

Forgetting that even for same-city shifts, INC-22 (intimation) must be filed within 30 days.
Confusing the authority — RD for intra-state ROC change vs CG for inter-state change.
Forgetting that employees have a right to oppose state-to-state changes.
Assuming MOA must be altered for intra-state changes — only inter-state change alters the situation clause of MOA.

Bare-Act text Section 12 · Companies Act, 2013 · click to expand

Section 12: A company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. Notice of every change of the situation of the registered office shall be given to the Registrar within thirty days of the change. No company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company.

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Registered Office and Change of Registered Office (Section 12)

Worked example

⚠️ Common exam mistakes