Registered Office Change: Within city, within state and between states

A company’s registered office is not a mailing convenience. It is the address the Ministry of Corporate Affairs (MCA), the Income Tax Department, GST authorities and every creditor use to serve legal notice, and Section 12 of the Companies Act, 2013 ties a different approval chain to how far that office moves. The change registered office procedure that applies to a lease renewal two streets away is not the one that applies to a shift across a state border, where a Regional Director has to confirm the move before either Registrar can act on it. This article sets out the board, shareholder and regulatory approvals, the exact MCA forms, and the realistic timeline for each category of move, along with the downstream filings founders typically discover too late.

What is the procedure to change a company’s registered office?

The procedure depends entirely on the distance moved. A change within the same city needs only a board resolution and Form INC-22 filed within 30 days (Section 12(4), Companies Act, 2013). A move to another Registrar’s jurisdiction within the same state additionally needs a special resolution and Regional Director confirmation through Form INC-23 (Section 12(5) and (6), read with Rule 28 of the Companies (Incorporation) Rules, 2014). An inter-state move needs a special resolution altering the memorandum, a newspaper advertisement, creditor notice and Regional Director confirmation under Section 13(4) to (7).

What counts as a change in registered office under the Companies Act, 2013?

Section 12(1) requires every company to maintain a registered office capable of receiving and acknowledging all communications and notices addressed to it, and the law treats a change to that address as an event that has to be reported and, past a certain distance, formally approved. The trigger for a different level of approval is not the number of kilometres moved. It is which administrative boundary the new address crosses.

There are four categories in practice, and the correct one has to be identified before a single resolution is drafted.

Table 1: Categories of registered office change and the approval each one needs

A point founders frequently miss: several states have more than one ROC, and the map changed materially on 16 February 2026, when the Ministry of Corporate Affairs brought into force a restructuring of four of its most overburdened offices (notified vide S.O. 4849(E) and S.O. 4850(E) dated 23 October 2025, with the effective date deferred to 16 February 2026 by S.O. 6112(E) and S.O. 6113(E) dated 30 December 2025). Maharashtra now has three ROCs, not two: ROC Mumbai-I covers only the districts of Mumbai and Mumbai Suburban, ROC Mumbai-II covers Aurangabad, Dhule, Jalgaon, Nandurbar, Nashik, Palghar, Raigad and Thane, and ROC Nagpur covers the Vidarbha districts (Akola, Amravati, Nagpur, Wardha and others). ROC Pune, covering Pune, Ahmednagar, Kolhapur, Solapur, Satara, Sangli, Ratnagiri and Sindhudurg, is unchanged. A company that assumes Thane or Nashik still falls under “ROC Mumbai” in the pre-2026 sense will file INC-22 or INC-23 with the wrong office. Delhi underwent a comparable change: the earlier combined Delhi-Haryana jurisdiction was split three ways, into ROC Delhi-I, ROC Delhi-II (divided by district within the National Capital Territory) and a standalone ROC Haryana headquartered at Chandigarh, so a move between two addresses within Delhi can now cross an ROC line in a way it could not before. Uttar Pradesh’s two ROCs are now Uttar Pradesh-I at Kanpur, covering the western and central districts, and Uttar Pradesh-II at NOIDA, covering the eastern districts including Varanasi and Prayagraj. Kolkata was similarly split into Kolkata-I and Kolkata-II. Tamil Nadu’s existing split is unaffected by this round of restructuring: the ROC at Coimbatore covers Coimbatore, Dharmapuri, Dindigul, Erode, Krishnagiri, Namakkal, Nilgiris and Salem, and the ROC at Chennai covers the rest of the state. None of this changes a company’s CIN, since the state code is unaffected even where the ROC office is, but it does change which office a registered office change filing must go to. The safest practical step is to confirm the current ROC against the company’s master data on the MCA V3 portal before drafting any resolution, rather than relying on which ROC administered the address a year ago.

How do you change the registered office within the same city, town or village?

This is the only category where the Companies Act does not require a special resolution at all. Section 12(5) requires a special resolution for any move outside the local limits of the city, town or village where the office is situated, which means a move that stays within those local limits needs neither shareholder approval nor Regional Director involvement.

The word “local limits” is doing precise legal work here, and it is not the colloquial sense of “still in the same city.” The operative boundary is the jurisdiction of the local self-government body, that is, the municipal corporation, municipality, cantonment board or gram panchayat under whose administrative limits the current registered office falls. This is why a company can move between two localities most people would describe as different neighbourhoods and still stay within this category, provided both addresses fall inside the same municipal corporation’s boundary, while a move to a location just outside that boundary, even if it feels like the same city, triggers the special resolution requirement under Section 12(5) instead. Where a company is near a municipal boundary, it is worth confirming which local body administers the new address before assuming the move qualifies for the lighter, board-only route.

The steps are limited to:

1. Convene a board meeting and pass a resolution approving the new address, following the Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India under Section 118(10)
2. Authorise a director or the company secretary to sign and file the relevant form
3. File Form INC-22 with the jurisdictional Registrar within 30 days of the change (Section 12(4), read with Rule 27), attaching proof of the new address such as a registered sale deed, a notarised lease or rent agreement with the latest rent receipt, or a No Objection Certificate from the owner along with a utility bill not older than two months
4. Update the signboard, letterheads, invoices and the Corporate Identity Number block on official communication to reflect the new address, as required by Section 12(3)

Because the state clause in the memorandum of association is unaffected, there is no need to alter the memorandum for this category. Most co-working relocations, floor upgrades within the same business district, and moves between two addresses in the same municipal limits fall here, and this is typically the fastest of the four categories, usually completed within a week or two once the new premises documentation is ready.

What is the process to shift the registered office to another city within the same state?

This category splits into two sub-cases depending on whether the destination falls under the same Registrar or a different one, and the two sub-cases have materially different timelines.

Sub-case one: outside local limits, but the same ROC jurisdiction. Here Section 12(5) requires a special resolution, but because the ROC does not change, there is no Regional Director step. The company holds a board meeting, issues notice for a general meeting under Secretarial Standard SS-2, passes the special resolution, files Form MGT-14 within 30 days of the resolution (Section 117), and then files Form INC-22 within 30 days of the change taking effect.

Sub-case two: a different ROC within the same state. This is where founders most often underestimate the process. The company needs everything from sub-case one, plus Regional Director confirmation under Rule 28. The application in Form INC-23 must be accompanied by:

• The board resolution and the special resolution approving the shift
• A declaration by the key managerial personnel or two directors that the company has not defaulted on dues to its workmen and has either creditor consent or has made provision for payment
• A declaration that the company will not seek a change in the jurisdiction of any court where prosecutions are pending against it
• An acknowledged copy of the intimation sent to the Chief Secretary of the state confirming that employee interests are not adversely affected

Table 2: Same-state moves, sub-case comparison

Since the 2017 amendment to Rule 28, this sub-case no longer requires a newspaper advertisement or a waiting period for objections, which is a meaningful simplification compared to the pre-2017 position and compared to the inter-state process described next. A well-prepared application in this sub-case typically clears within six to eight weeks, factoring in the Regional Director’s 15-day window and the sequential filing of INC-28 and INC-22.

How does shifting the registered office from one state to another work?

An inter-state move is the only category that requires altering the memorandum of association, because the state in which the registered office is situated is a clause in the memorandum itself (Section 13). This is governed by Section 13(4) to (7) read with Rule 30 of the Companies (Incorporation) Rules, 2014, and it is the longest and most document-heavy of the four categories.

The sequence runs as follows:

1. Board approval. The board passes a resolution recommending the shift and approving the calling of a general meeting.
2. Special resolution. Shareholders pass a special resolution altering the memorandum to reflect the new state, following Secretarial Standard SS-2 for notice and quorum. Form MGT-14 is filed within 30 days.
3. Pre-application advertisement. Not more than 30 days before filing the application, the company advertises the proposed shift in one vernacular newspaper circulating in the district and one English newspaper with wide circulation in the state where the registered office currently sits (Rule 30(5)).
4. Notice to creditors and debenture holders. Individual notice is served by registered post with acknowledgement due to every creditor and debenture holder, and a copy is also served on the Registrar and, for listed companies, on the Securities and Exchange Board of India (SEBI).
5. Application to the Regional Director. Form INC-23 is filed with supporting documents: the altered memorandum, the general meeting minutes recording the vote count, the board resolution or power of attorney, and a list of creditors and debenture holders drawn up no more than one month before filing, along with a declaration by the company secretary and two directors, one of whom must be a managing director where applicable, confirming the correctness of that list.
6. Employee protection declaration. The company must confirm, and intimate to the Chief Secretary of the state, that no employee will be retrenched as a consequence of the shift.
7. Regional Director’s order. Where no objection is received, the order is passed within 15 days of the application being complete. Where an objection is received, the Regional Director holds a hearing and passes an order within 60 days of the application.
8. Filing the order and issuing a new certificate. The company files the certified order in Form INC-28 with the Registrar within 30 days of receiving it (Rule 31, Companies (Incorporation) Rules, 2014, read with Section 13(7)). The Registrar of the state the company is moving to registers the change and issues a fresh Certificate of Incorporation, which carries a new Corporate Identification Number reflecting the new state code, because the CIN encodes the state of registration.
9. Notifying the new address. Form INC-22 is filed within 30 days of the fresh certificate to formally record the new address with the new Registrar.

A single objection from even one creditor can add weeks to this timeline, since it converts a paperwork-only approval into a hearing. Companies with outstanding statutory dues, pending litigation, or an ongoing inspection or investigation should note that Rule 30(9) expressly bars a shift while any inquiry, inspection, investigation or prosecution is pending against the company, which makes a clean compliance record a precondition, not a formality, for this category. A second proviso, added to Rule 30(9) in 2023, adds a narrower point relevant to companies coming out of insolvency: where new management has taken over under a resolution plan approved under Section 31 of the Insolvency and Bankruptcy Code, 2016, the registered office may be shifted only if no appeal against that resolution plan is pending before any court or tribunal. A Calcutta High Court decision in early 2026 tested this exact point, where creditors challenged a Regional Director’s order permitting a shift while appeals against the underlying resolution plan were still pending before the National Company Law Appellate Tribunal, and the court held that the order fell outside the second proviso’s protection and set it aside. A company that has recently emerged from a resolution plan should confirm, before filing Form INC-23, that every appeal against that plan has actually been disposed of, not merely that no stay has been granted, since the two are treated as legally distinct positions.

On stamp duty for the altered memorandum: this is worth separating clearly from the stamp duty a company pays when it increases authorised capital, because the two are charged under different logic even though both involve altering the memorandum. A capital increase alters Clause V and is charged as a percentage of the incremental capital, which is why that duty runs into lakhs of rupees at higher capital levels and why the rate varies so sharply by state, a mechanism Treelife’s guide to increasing authorised share capital covers in full. A registered office shift alters Clause II instead, and since no capital value is created or changed, the states that address this alteration separately from capital tend to treat it as a nominal, largely flat charge rather than a percentage-based one. In practice this means the amount is small relative to the other costs in an inter-state move, but which specific provision of the state’s own stamp legislation applies, the Maharashtra Stamp Act, 1958, the Karnataka Stamp Act, 1957, the Delhi Stamp Rules as adapted from the Indian Stamp Act, 1899, or the Tamil Nadu Stamp Act, 2019, and the exact figure it prescribes, is not something to assume from a generic online estimate or from the previous year’s filing. It should be confirmed with the destination state’s stamp authority or e-stamping portal before the special resolution is finalised, since state stamp legislation is amended by state assemblies on their own timetable, independent of any MCA notification.

Founders should also note that the Ministry of Corporate Affairs issued a draft notification on 8 April 2026 proposing to merge Forms INC-22, INC-23 and INC-24 into a single consolidated form called E-CHNG, alongside other incorporation-rule changes. Comments closed on 9 May 2026 and, as of this article, the amendment remains a draft, not yet notified in the Official Gazette. Until MCA issues a final notification and activates E-CHNG on the portal, the process above using INC-22 and INC-23 continues to apply, and companies should not restructure a live filing around a rule that has not taken effect.

Which board and shareholder resolutions apply to each category of move?

Getting the resolution wrong is one of the most common reasons an INC-23 application gets sent back with queries. The table below is worth checking against the category identified earlier before the notice for any meeting goes out.

Table 3: Resolution requirement by category

A private company is not exempt from filing MGT-14 for a special resolution altering the registered office or the memorandum. The exemption under the June 2015 notification applies to specified board resolutions under Section 179(3), not to shareholder special resolutions, and treating the two as interchangeable is a recurring drafting error in secretarial files reviewed during due diligence.

What MCA forms, fees and timelines apply to a registered office change?

Five forms cover the full range of categories, and each has its own trigger and filer.

Table 4: Forms used across the four categories

The normal government fee for filing INC-22, MGT-14 and INC-28 is not a flat figure. It is tied to the company’s nominal share capital under Item 5 of the Annexure to the Companies (Registration Offices and Fees) Rules, 2014, and runs on a slab.

Table 5: Normal filing fee by nominal share capital (Companies (Registration Offices and Fees) Rules, 2014, Annexure, Item 5)

A company with an authorised capital of ₹50 lakh, for instance, pays ₹500 for each of INC-22, MGT-14 and INC-28 where applicable, before any delay is factored in. This should still be cross-checked against the MCA fee calculator at the time of filing, since these slabs are revised through periodic notifications.

Where the same fee gets expensive is delay, and this is where the Companies (Registration Offices and Fees) Amendment Rules, 2022 introduced a distinction most guides on this topic skip entirely: a standard additional fee for late filing, and a separate, steeper “higher additional fee” that applies specifically to repeat late filers of INC-22.

Table 6: Additional fee for delayed filing (Annexure, Item B, effective 1 July 2022)

The higher additional fee column applies specifically where a company files INC-22 or PAS-3 late on two or more occasions within a rolling 365-day period, counted from the date the last belated form of that kind was filed. In practice, this means a company that has already filed one late INC-22 in the past year pays up to one and a half times the standard late fee multiple the next time it misses the deadline, on top of the Section 12(8) penalty that runs separately from the ROC filing fee. A company that treats each registered office move as an isolated event, without checking whether an earlier INC-22 in the same year was itself late, can end up paying this higher rate without realising why the fee quoted is steeper than the slab in Table 5 would suggest.

Professional fees for drafting the resolutions, the INC-23 application and liaising with the Regional Director’s office typically form a separate, negotiated component and vary with the complexity of the creditor list and whether an objection is likely. An inter-state shift also attracts state stamp duty on the altered memorandum, on a basis distinct from capital-linked stamp duty, addressed in the inter-state section above.

Realistic timelines, inclusive of drafting and internal sign-off, run roughly as follows: one to two weeks for a move within local limits, four to six weeks for a same-ROC move within the state, six to ten weeks for a cross-ROC move within the state, and ten to sixteen weeks for an inter-state move where no objection is raised, longer where one is.

What happens to PAN, GST, bank and licence records after the move?

The MCA filing is the beginning of the compliance trail, not the end of it. A registered office change cascades into other registrations, each with its own deadline that runs independently of the MCA timeline.

• GST registration. The principal place of business is a core field under GST law. An amendment must be filed in Form GST REG-14 within 15 days of the change (Section 28(1), Central Goods and Services Tax Act, 2017, read with Rule 19 of the CGST Rules, 2017), with the jurisdictional officer required to act on a core field change within 15 working days through Form GST REG-15 under Section 28(2), failing which the amendment is deemed approved. An inter-state move is different in kind: because GST registration is state-specific and tied to the PAN, moving to a new state means cancelling the existing GSTIN and applying for a fresh registration in the new state, rather than amending the old one.
• PAN and TAN. The address on PAN and TAN records should be updated through the correction facility on the Protean (formerly NSDL) or UTIITSL portal. This does not have a fixed statutory deadline in the way GST does, but an outdated PAN address creates mismatches during income tax assessments and TDS reconciliation.
• Bank accounts. Every bank account maintained in the company’s name needs a KYC update reflecting the new registered address, supported by the updated INC-22 acknowledgement or the fresh Certificate of Incorporation for an inter-state move.
• Other licences and registrations. Shops and establishments registration, professional tax registration, import export code details with DGFT, trademark correspondence addresses, and any sector-specific licence such as FSSAI or an industry NOC should all be updated, since notices sent to a stale address do not stop deadlines from running.

A useful discipline is to build a single tracker at the time the board resolution is passed, listing every registration that carries the registered office address, so that the GST amendment, which has the shortest deadline of the group, is not the one that gets missed while attention is on the MCA filing.

How does the procedure differ for an LLP, an OPC or a Section 8 company?

Everything above describes a private or public company under the Companies Act, 2013. Three other entity types that Treelife is regularly asked about follow a related but distinct route.

Limited Liability Partnerships. An LLP’s registered office is governed by Section 13 of the LLP Act, 2008, not Section 12 of the Companies Act, and the process is lighter across the board. Any change, whether within the same city or between states, is filed in Form 15 within 30 days of the change, and there is no board or special resolution concept in the company law sense, since an LLP is instead governed by partner consent under its LLP agreement. An inter-state shift additionally needs the consent of all partners, and where the LLP has secured creditors, their consent as well, but it does not require a Regional Director application, a newspaper advertisement or a Form INC-23 equivalent. This is the single biggest procedural difference from a company: an LLP moving its registered office from Mumbai to Bengaluru completes in weeks, not months, because the Regional Director confirmation layer that governs a company’s inter-state shift under Section 13 of the Companies Act simply does not exist in the LLP framework.

One Person Companies. An OPC follows the same Section 12 and Section 13 framework as any other private company, categorised identically across the four cases in Table 1. The practical difference is procedural rather than substantive: since an OPC has only one member, the special resolution required for categories two to four is passed by that sole member’s written decision recorded in the minutes book under Section 122, rather than through a convened general meeting, which removes the notice and quorum steps under Secretarial Standard SS-2 but not the underlying approval requirement itself.

Section 8 companies. A Section 8 company, typically a non-profit or charitable entity, follows the same four-category structure, but an inter-state shift carries an additional layer, since Section 8 companies operate under a licence granted by the Central Government and any change affecting the terms of that licence, including in some cases the registered office state, may need to be intimated to or approved by the Registrar handling Section 8 compliance separately from the Rule 30 process. Section 8 companies planning an inter-state move should build in extra time for this parallel check rather than assuming the Rule 30 timeline is the only clock running.

Common mistakes that cost founders time and money

Filing INC-22 before checking which ROC administers the new address. Companies sometimes file a straightforward INC-22 for what they assume is a same-state move, only to have it rejected because the new address falls under a different Registrar, which needed Regional Director approval first. The correct sequence is to identify the category before drafting anything.

Treating the same-ROC and cross-ROC sub-cases as identical. Both need a special resolution, but only the cross-ROC move needs Form INC-23. Skipping the Regional Director step for a cross-ROC move because “it’s still the same state” is a common and costly misreading of Section 12(5)’s proviso.

Missing the GST REG-14 deadline while the MCA filing is still in process. The GST amendment window is 15 days, shorter than the 30-day MCA window most teams anchor on. Waiting for the INC-22 acknowledgement before starting the GST amendment routinely causes companies to miss the GST deadline, which can trigger a show cause notice under Section 122 of the CGST Act for incorrect registration particulars.

Attempting an inter-state shift while an inspection or inquiry is pending. Rule 30(9) bars the shift outright in these circumstances. Companies with an open MCA inspection, a pending prosecution, or unresolved statutory dues should resolve those first, since an INC-23 filed against this backdrop is likely to be rejected rather than merely delayed.

Underestimating the creditor notice requirement for an inter-state move. A single unresolved objection converts a 15-day paperwork approval into a hearing that can take 60 days or longer. Companies with a long tail of small trade creditors sometimes only discover the scale of the notice exercise after the advertisement has already run, by which point the 30-day pre-filing window is ticking.

Treelife’s guide to compliances for a private limited company sets out the fuller annual and event-based filing calendar this change sits within.

For a broader view of what triggers an MCA filing across a company’s life cycle, see Treelife’s guide to compliances for a private limited company in India.

FAQs on Registered Office Change

Q: Is the registered office change procedure different for a public company compared to a private company?
A: No. Section 12 and Section 13 apply identically to private and public companies. The practical difference is that public companies, particularly listed ones, have an additional notice obligation to SEBI under Rule 30(5)(c) when the move is inter-state.

Q: How much does it cost to change a company’s registered office?
A: The government fee is tied to authorised share capital under the Companies (Registration Offices and Fees) Rules, 2014, set out in this article, and rises sharply if any of the underlying forms are filed late. Professional fees vary with the category and the size of the creditor list for an inter-state move. An inter-state shift also carries state stamp duty on the altered memorandum, charged on a different, generally more nominal basis than capital-linked stamp duty, and this should be verified with the destination state’s stamp authority before filing rather than assumed from a flat number.

Q: How long does the entire registered office change process take?
A: Roughly one to two weeks within local limits, four to six weeks for a same-ROC move within the state, six to ten weeks for a cross-ROC move within the state, and ten to sixteen weeks for an inter-state move with no objection, longer if a creditor objects.

Q: What documents are required to change the registered office?
A: At minimum, the board resolution and proof of the new address, such as a lease agreement with a recent rent receipt, a sale deed, or a No Objection Certificate with a utility bill. Categories two to four additionally need the special resolution and MGT-14 acknowledgement, and categories three and four need the Form INC-23 attachments described earlier in this article.

Q: Does an inter-state registered office move affect the company’s FEMA position if it has foreign shareholders?
A: Not directly. A registered office shift is a domestic MCA filing under Section 13 and does not by itself trigger a reporting event under the Foreign Exchange Management Act (FEMA), 1999. It becomes relevant only if the move coincides with a separate FEMA-reportable event, such as fresh foreign investment, which should be tracked independently.

Q: Do all shareholders need to approve the change, or can the board decide alone?
A: Only a move within local limits can be approved by the board alone. Any move outside local limits, whether within the state or across it, needs a special resolution, which requires at least a three-fourths majority of members voting.

Q: Is a DPIIT-recognised startup exempt from any part of this procedure?
A: No. DPIIT recognition affects tax and regulatory benefits under the Startup India framework but does not create any exemption from Section 12 or Section 13 of the Companies Act, 2013.

Q: What happens if the Regional Director rejects the inter-state application, and can that decision be appealed?
A: The company continues to operate from its existing registered office, since the change only takes effect once a certificate is issued. There is no statutory appeal to the NCLT or NCLAT against a Regional Director’s order under Section 13 or Rule 30, since this sits outside their jurisdiction. The recourse courts have recognised, including in a Calcutta High Court decision in early 2026, is a writ petition, on the basis that no other efficacious remedy exists in law. In most cases it is faster to address the Regional Director’s stated grounds and refile than to litigate the point.

Q: Can an investor block a registered office change under a shareholders’ agreement?
A: Yes, if a change of registered office is listed as a reserved matter, which it commonly is alongside memorandum and articles amendments. The special resolution should not be tabled without confirming the reserved matters position first.

Q: What are the specific rules for an LLP changing its registered office?
A: An LLP follows Section 13 of the LLP Act, 2008, not the Companies Act, and files Form 15 within 30 days for any change, with no Regional Director step even for an inter-state move. The fuller comparison, including the OPC and Section 8 company position, is set out earlier in this article.

Q: What is the penalty for not filing Form INC-22 on time?
A: Section 12(8) prescribes a penalty of one thousand rupees for every day the default continues, subject to a maximum of one lakh rupees, payable by both the company and every officer in default. Adjudication orders passed by Registrars through 2025 and 2026 show this maximum being applied routinely once a default runs past 100 days.

Q: Does changing the registered office require altering the memorandum of association?
A: Only for an inter-state move, since the state is a clause in the memorandum under Section 13. Moves within a state, whether local or cross-ROC, do not require any memorandum alteration.

Q: Can a registered office be a residential address?
A: Yes, provided the company holds proper documentation, including the owner’s No Objection Certificate where the premises are not owned by the company, and a utility bill in support.

Q: Who verifies the new registered office address after the change is filed, and does INC-22 itself require a geotagged photograph?
A: The Registrar may conduct a physical verification under Section 12(9) and Rule 25B where there is reasonable cause to believe the company is not functioning from the recorded address, and can initiate strike-off proceedings under Section 248 if the office is found non-functional. INC-22 itself does not require a geotagged photograph; that requirement sits separately in the ACTIVE form (INC-22A) and, since July 2025, in Form MGT-7A for OPCs and small companies filing their annual return, which is worth checking off the same list rather than assuming INC-22 alone closes the loop. The draft Companies (Incorporation) Amendment Rules, 2026 propose moving physical verification to a risk-based, discretionary model, but the rule has not yet been notified.

Regulatory references

• Section 12, Companies Act, 2013, registered office of company
• Section 13, Companies Act, 2013, alteration of memorandum
• Section 117, Companies Act, 2013, filing of resolutions
• S.O. 4849(E) and S.O. 4850(E) dated 23 October 2025, and S.O. 6112(E) and S.O. 6113(E) dated 30 December 2025, Ministry of Corporate Affairs, under Section 396, Companies Act, 2013 (ROC jurisdiction restructuring effective 16 February 2026)
• Rule 25, 27, 28, 30 and 31, Companies (Incorporation) Rules, 2014, including the second proviso to Rule 30(9) inserted in 2023 (registered office shift after an IBC resolution plan)
• Section 31, Insolvency and Bankruptcy Code, 2016 (resolution plan approval, relevant to Rule 30(9)’s second proviso)

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