Our Process

A step-by-step guide to the ROC shifting procedure under the Companies Act, 2013.

Process Types Book Consultation →
Type 1

Local shifting Process

shifting within the same city, town, or village — the simplest form of relocation.

1

Board Resolution

Directors pass a board resolution approving the shifting to the new address within local limits. Minimum 7 days notice for board meeting is required.

2

Prepare Documents

Gather property deed or lease agreement, utility bills (not older than 2 months), and owner's No Objection Certificate for the new premises.

3

File Form INC-22

Submit Form INC-22 (Notice of Situation of Registered Office) to the ROC within 15 days of the board resolution with all supporting documents.

Type 2

Intra-State shifting Process

shifting within the same state but outside local limits — requires a Special Resolution.

1
Board Meeting Directors receive at least 7 days notice. Board passes resolutions to approve the shifting proposal and schedule an Extraordinary General Meeting (EGM).
2
Extraordinary General Meeting (EGM) Notice of EGM given at least 21 days before the meeting date. Members pass a Special Resolution approving the shiftinging to the new city within the same state.
3
File Form MGT-14 File within 30 days of the Special Resolution. Include certified copy of the resolution, explanatory statement, altered MOA, and certification by practicing CA, CS, or CWA.
4
File Form INC-22 Submit Form INC-22 within 15 days with property documentation, utility bills, owner's NOC, and the board resolution approving the new address.
Type 3

Inter-ROC Jurisdiction shifting

shifting within the same state but to a different ROC jurisdiction — requires Regional Director approval.

1

Board Meeting & EGM

Board resolution followed by EGM with Special Resolution (21 days notice). The resolution approves the shifting and amendment to the Memorandum of Association.

2

File Form MGT-14

File the Special Resolution with ROC within 30 days. Include certified copies, explanatory statement, and professional certification by CS.

3

Newspaper Publication

Publish advertisements in both English and vernacular newspapers in the current state. A 30-day notice period begins from the date of publication for objections.

4

Regional Director Application (INC-23)

Apply to the Regional Director after the 30-day notice period. Include all documentation, director declarations, creditor lists, and Chief Secretary acknowledgment.

5

RD Confirmation & Filing

Regional Director confirms within 30 days. File Form INC-28 (RD confirmation) and Form INC-22 with the ROC within 30 days of approval.

Type 4

Interstate Relocation Process

The most comprehensive process — shifting between different states with Central Government approval.

1
Board Meeting Board passes resolutions (7 days notice) to approve the interstate relocation and schedule an EGM for member approval of MOA alteration.
2
EGM with Special Resolution Members pass a Special Resolution (21 days notice) approving the shifting and alteration of the Memorandum of Association to reflect the new state jurisdiction.
3
File Form MGT-14 File the Special Resolution with ROC within 30 days along with certified copies, altered MOA, explanatory statement, and professional certification.
4
Newspaper Publication & Stakeholder Notices Publish in English and vernacular newspapers. Serve registered post notices to all debenture holders, creditors, and relevant regulatory bodies.
5
Central Government Application (INC-23) Submit Form INC-23 to Central Government within 30 days of publication. Include KMP declarations certifying no default in payments to workmen and employee retention assurances.
6
Central Government Approval If no objections: approval within 15 days. If objections are raised: hearings are conducted and approval may take up to 60 days upon consensus.
7
File Confirmation & New Registration File Form INC-28 (Central Government order) and Form INC-22 within 30 days. The new ROC issues a fresh Certificate of Incorporation within 30 days reflecting the new state jurisdiction.
Timeline Reference

Key Statutory Timelines

1
Board meeting notice to directors
Min. 7 days
2
EGM notice to members
Min. 21 days
3
Form MGT-14 filing after Special Resolution
Within 30 days
4
Form INC-22 filing (local shifting)
Within 15 days
5
Newspaper publication notice period
30 days min.
6
Regional Director decision (Type 3)
30 days from application
7
Central Government decision (no objections)
15 days
8
Central Government decision (with objections)
Up to 60 days
9
Form INC-28 filing after approval order
Within 30 days
10
New Certificate of Incorporation
Within 30 days of final filing
Important Notice

Penalties for Non-Compliance

Under the Companies Act, 2013, failure to comply with the registered office shifting procedures can attract significant penalties.

Rs. 1,000 per day of default

Penalty accrues for every day the non-compliance continues.

Maximum cap of Rs. 1,00,000 (Rs. 1 Lakh)

Total penalty cannot exceed one lakh rupees under the Act.

shifting blocked during investigations

Not permitted if any inquiry, inspection, or investigation has been initiated.

Mandatory post-shifting updates

MOA, signage, banks, tax authorities, and all regulatory bodies must be updated.

Daily Penalty

₹1,000

per day of non-compliance

Maximum Cap

₹1 Lakh

total limit

Stay Safe

File on Time

avoid penalties

shifting is completely blocked if any inquiry, inspection, or investigation has been initiated against the company by regulatory authorities.

Free Expert Consultation

Let Us Handle the Compliance

Our certified professionals ensure every step is completed on time, avoiding penalties and ensuring a smooth transition for your company.

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Collaborative Service Model

JurisTatva works through a collaborative model with professionals. Where secretarial or statutory execution is required, services are delivered by professional firms — including our compliance partner S & S Associates, Company Secretaries.

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