Monday, January 12, 2026

Shifting Registered Office from Delhi to Gurgaon (ROC Delhi → ROC Haryana)

 By CA Surekha S Ahuja

Shifting a company’s registered office from Delhi to Gurgaon involves a change in Registrar of Companies (ROC) jurisdiction, governed by Section 12(5) of the Companies Act, 2013 read with Rule 28 of the Companies (Incorporation) Rules, 2014.

This guide assumes a pure registered office relocation, where:

  • Business operations are already or continue to be carried out from Gurgaon, and

  • Only statutory records and legal domicile move.

Accordingly, employee retrenchment affidavits are not required.

Indicative timeline: 60–90 days
Indicative cost: ₹25,000–50,000 (government & incidental costs; professional fees extra)

Legal Framework & Interpretation

Section 12(5) – Companies Act, 2013

Mandates prior approval of the Regional Director (RD) where the registered office is shifted outside the existing State/Union Territory or ROC jurisdiction.

Rule 28 – Companies (Incorporation) Rules, 2014

Prescribes:

  • Filing of Form INC-23

  • Service of notices on ROCs and State authorities

  • Newspaper advertisement (INC-26)

  • RD hearing and approval

Important Clarification

  • Delhi (UT) and Haryana are distinct jurisdictions → RD approval is mandatory.

  • State name in MOA does not change, but Clause II (Registered Office Clause) must be altered through a special resolution.

Step-by-Step Professional Roadmap

Step 1: Board Meeting (Day 1–3)

Purpose

  • Approve proposal for shifting registered office

  • Fix date of Extraordinary General Meeting (EGM)

  • Authorise directors/CS for filings

Documents

  • Certified Board Resolution

  • Draft EGM Notice and Explanatory Statement (reason for shift + new address)

Cost

  • ₹500–1,000 (notary / DSC incidental)

Step 2: EGM & MGT-14 Filing (Day 22–30)

Purpose

  • Pass Special Resolution, expressly stating “subject to approval of RD”

  • File Form MGT-14 within 30 days

Documents

  • Certified Special Resolution

  • EGM Minutes

  • Note: MOA is not filed at this stage (only Clause II is proposed to be altered)

Cost

  • MGT-14 filing fee: ₹600 (share capital < ₹1 crore)

  • Drafting / preparation: ₹2,000–5,000

Step 3: Proofs & Affidavits (Day 31–45)

Purpose

  • Establish bona fide registered office in Gurgaon

  • Confirm creditor protection and absence of default

Documents

  • Owner’s NOC

  • Lease/Rent Agreement (minimum 1 year)

  • Utility Bill (not older than 2 months)

  • Ownership deed (if applicable)

  • Creditor & Debenture Holder List (not older than 30 days)

  • Affidavit from Directors/CS (₹100 stamp):

    • No defaults

    • Creditors’ interests not prejudiced

  • Company affidavit verifying application

Cost

  • ₹600–1,000 (stamp papers & notarisation)

Step 4: Filing of INC-23 with RD-North (Day 46–60)

Purpose

  • Seek formal approval for inter-jurisdictional shift

Key Compliance

  • File INC-23 within 60 days of special resolution

  • Serve copies to:

    • ROC Delhi

    • ROC Haryana

    • Chief Secretary, Government of Haryana (at least 14 days prior)

Attachments (15+ mandatory)

  • Board & Special Resolutions

  • MGT-14 challan

  • MOA/AOA (relevant extracts)

  • Premises proofs & NOC

  • Creditor list & affidavits

  • Company affidavit

  • Optional: SR-1 / No-litigation declaration

Cost

  • INC-23 filing fee: ₹5,000

  • Stamp duty: ₹500–1,000

  • Professional handling: ₹10,000–20,000

Step 5: INC-26 Public Notices (Day 61–75)

Purpose

  • Provide opportunity for objections, if any

Requirement

  • One English + one vernacular newspaper:

    • English: Times of India

    • Vernacular: Dainik Bhaskar

  • Editions covering Delhi/Gurgaon

  • Publication at least 14 days before RD hearing

  • RPAD notices to all creditors

Documents

  • Two newspaper clippings

  • RPAD dispatch proofs & affidavit

Cost

  • ₹5,500–11,000

Step 6: RD Hearing & Order (Day 76 onwards)

Process

  • Hearing before Regional Director, Northern Region (Delhi)

  • Physical or virtual appearance

  • If no objections, order typically issued within 15–60 days

Cost

  • ₹2,000–5,000 (travel / incidental)

Step 7: Post-Approval Filings (Approval + 1 to 30 Days)

Mandatory Filings

  • INC-28: RD order with ROC Delhi & ROC Haryana

  • INC-22: New registered office address with ROC Haryana

Documents

  • Certified RD order

  • Gurgaon address proofs

Cost

  • ₹400–1,200 (government fees)

Step 8: Statutory & Regulatory Updates

To be completed within 30 days:

  • Income Tax (PAN data / Form 49A, if required)

  • GST registration amendment

  • Bank KYC & statutory records

  • Reflect new address in AOC-4 & MGT-7

  • Verify MCA master data post-approval

Cost

  • ₹500–2,000 (administrative)

Cost & Timeline Summary

StepDay RangeCost (₹)Cumulative (₹)
Board Meeting1–3500–1,000500–1,000
EGM & MGT-1422–302,600–5,6003,100–6,600
Proofs & Affidavits31–45600–1,0003,700–7,600
INC-2346–6015,500–26,00019,200–33,600
INC-26 Notices61–755,500–11,00024,700–44,600
RD Hearing76+2,000–5,00026,700–49,600
Post-Filings+1–30400–1,20027,100–50,800
Final Updates+1–30500–2,00027,600–52,800

Practical Insights & Risk Notes

Key Cost Drivers

  • Professional handling of INC-23

  • Newspaper advertisements

Common Risks

  • Incomplete or outdated creditor lists

  • Defective affidavits

  • Missed service on State authorities

Strategic Advantages

  • No disruption of operations

  • No employee retrenchment documentation

  • Limited MOA alteration (Clause II only)

Conclusion

A Delhi-to-Gurgaon registered office shift, when executed with proper sequencing and documentation, is a procedural—not disruptive—exercise. With disciplined compliance under Section 12(5) and Rule 28, companies can complete the transition smoothly within 60–90 days, maintaining business continuity and regulatory certainty.



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