The Ministry of Corporate Affairs (“MCA”), vide Notification No. S.O. 4850(E) dated 23 October 2025, issued under Section 396(1) & (2) of the Companies Act, 2013, established 10 Registrars of Companies (ROCs) with revised territorial jurisdictions for registration of companies and discharge of functions under the Companies Act, 2013.

The notification was initially made effective from 1 January 2026. However, the effective date was subsequently deferred to 16 February 2026 vide S.O. 6112(E) dated 30 December 2025.

Revised ROC Structure – Key Jurisdictions

The notification primarily reorganizes the territorial jurisdiction of ROCs, resulting in certain companies falling under a different ROC based on the location of their registered office.

Accordingly, the ROC jurisdiction should first be determined based on the company’s registered office and the revised territorial jurisdiction notified by MCA.

SHIFTING OF REGISTERED OFFICE FROM THE JURISDICTION OF ONE ROC TO ANOTHER ROC WITHIN THE SAME STATE

1. Applicability

Where a company proposes to shift its registered office from the jurisdiction of one Registrar of Companies (ROC) to the jurisdiction of another ROC within the same State, the provisions of Section 12 of the Companies Act, 2013 read with Rule 28 of the Companies (Incorporation) Rules, 2014 shall apply.

This requirement is particularly relevant following the re-organisation of ROC territorial jurisdictions by MCA, pursuant to Notification S.O. 4850(E) dated 23 October 2025, as amended by Notification S.O. 6112(E) dated 30 December 2025, whereby the revised ROC jurisdictions became operational from 16 February 2026.

2. Approval Required

The company is required to obtain confirmation/approval of the Regional Director (RD) before effecting the shifting of the registered office.

3. Key Process

Board Meeting
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Pass Board Resolution approving the proposed shifting and authorising the necessary filings
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General Meeting
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Pass Special Resolution under Section 12 approving the shifting
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File e-Form INC-23 with Regional Director
Application accompanied by prescribed documents and fee
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Regional Director Approval
RD examines the application and may pass the order without hearing; Rule 28 provides for disposal within 15 days of receipt of a complete application.

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File RD Order with ROC
File certified copy of RD order in e-Form INC-28 within 30 days from receipt of the order.
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File e-Form INC-22
Notify the ROC of the change in registered office along with prescribed verification/address documents. Rule 27 requires notice of change of registered office through INC-22.

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ROC records the new registered office and corresponding ROC jurisdiction

4. Documents for e-form INC-23

The application to the Regional Director shall be accompanied principally by:

• Board Resolution approving the shifting;
• Special Resolution passed by members;
• Declaration by the KMP or any two directors authorised by the Board confirming that:
  • the company has not defaulted in payment of dues to its workmen; and
  • the company has obtained consent of creditors or made adequate provision for payment of their dues;
• Declaration that the company does not intend to seek change in the jurisdiction of the Court where prosecution cases are pending;
• Acknowledged copy of intimation to the Chief Secretary of the State regarding the proposed shifting and confirmation that employees’ interests are not adversely affected.

5. Filing of e-Form INC-28

After receipt of the certified copy of the RD order, the company shall file the order with the ROC in e-Form INC-28 within 30 days from the date of receipt of the certified copy of the order. The certified copy of the RD order shall be attached to the form.

6. Filing of e-Form INC-22

After approval of the shifting, the company shall file e-Form INC-22 for notice and verification of the new registered office.

Relevant documents may include:

• Proof of ownership/occupancy;
• Lease/rent agreement or conveyance document;
• NOC from the owner, wherever applicable;
• Recent utility bill;
• Latitude and longitude of the new registered office;
• Exterior photograph showing the premises and company’s name board;
• Interior photograph showing the registered office premises and authorised person/director, wherever prescribed; and Other documents as prescribed under the applicable MCA form requirements should also be attached.

12. Post-Shifting Compliances

After completion of the shifting process, the company should update its new registered office address in all relevant records, including:

• MCA/ROC records and statutory registers;
• MOA and other company documents;
• Letterheads, invoices and website;
• Bank records;
• GST and Income-tax records;
• Stock exchange, RTA and depository records, for listed companies