Shifting of Registered Office Within Same State (Section 12)
# Shifting of Registered Office Within Same State
## Three Distinct Scenarios
### Scenario 1: Change Within Local Limits of Same Town/City/Village
Authority: Pass a Board Resolution only.
No alteration of memorandum required.
Notice in Form INC-22 to ROC within 30 days.
### Scenario 2: Change from One City to Another Within Same State — No Change in ROC Jurisdiction
Step
Action
1
Special Resolution in general meeting (by Postal Ballot in case of public company)
2
File Form MGT-14 with ROC within 30 days of special resolution
3
No alteration of memorandum required
4
File Form INC-22 for change of registered office within 30 days
### Scenario 3: Change from One City to Another Within Same State — With Change in ROC Jurisdiction
Applicable where the State has more than one ROC office. Presently:
Maharashtra: Mumbai and Pune
Tamil Nadu: Chennai and Coimbatore
Procedure:
Step
Action
1
Pass Special Resolution in general meeting
2
Apply to Regional Director (RD) for approval
3
RD shall communicate decision within 30 days of receipt of application
4
Company files confirmation with ROC within 60 days of date of confirmation
5
ROC shall register and certify the registration within 30 days of filing
6
File Form MGT-14 within 30 days of special resolution
7
No alteration of memorandum required
## Filing Requirement — Form INC-22
Notice of every change of registered office, verified in Form INC-22, with prescribed fee, must be given to the Registrar within 30 days of the change.
Exception: For specified IFSC public/private companies, '30 days' is read as 60 days.
## Memory Aid — Three Levels of Approval
Scope of Change
Approval Required
Within same town
Board Resolution
Different city, same ROC
Special Resolution
Different city, different ROC
Special Resolution + RD Approval
## Penalty
Default in compliance: Company and every officer in default — ₹1,000 per day, max ₹1,00,000.
Worked example
### Example 1
Example 1: XYZ Ltd. has its registered office at Connaught Place, New Delhi. It wishes to shift to Karol Bagh, New Delhi. What is the procedure?
Answer: Since the change is within the local limits of the same city (Delhi), only a Board Resolution is required. No special resolution or memorandum alteration needed. File Form INC-22 with ROC within 30 days.
### Example 2
Example 2: ABC Ltd., registered in Bengaluru (Karnataka), wishes to shift its office to Mysuru (Karnataka). State the procedure.
Answer: As Karnataka has only one ROC, jurisdiction does not change. Procedure: (1) Pass special resolution; (2) File Form MGT-14 within 30 days; (3) File Form INC-22 within 30 days of change. No RD approval is needed.
### Example 3
Example 3: PQR Ltd., registered in Mumbai (Maharashtra), wishes to shift its registered office to Pune (Maharashtra). State the procedure.
Answer: Maharashtra has two ROCs (Mumbai and Pune); hence ROC jurisdiction changes. Procedure:
1. Pass special resolution.
2. Apply to Regional Director for approval.
3. RD communicates within 30 days.
4. Company files confirmation with ROC within 60 days; ROC registers within 30 days.
5. File Form MGT-14 within 30 days of special resolution.
6. File Form INC-22 for office change.
⚠️ Common exam mistakes
Assuming all intra-state shifting requires special resolution — shifting within the same town only needs Board Resolution.
Believing RD approval is always required — it's required only when ROC jurisdiction changes (currently only in Maharashtra and Tamil Nadu).
Confusing the timeline — RD has 30 days to communicate; company has 60 days to file confirmation with ROC.
Stating that the memorandum must be altered for intra-state shifting — the State name in MoA is unchanged.
Bare-Act text Section 12 · The Companies Act, 2013 · click to expand
Section 12(5): Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed, (a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and (b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company. Provided that 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 in the prescribed manner.