Q.Sagar Chemicals Limited, whose registered office is presently under the jurisdiction of the Registrar of Companies, Pune, wishes to shift its registered office to Nagpur, which falls under the jurisdiction of a different Registrar within Maharashtra itself. What approvals must the company obtain, in what order, before it can effect this change, and which forms are involved?

Moving to a different Registrar's jurisdiction, even within the same state, is treated as a major change needing the members' own consent and the Regional Director's independent confirmation, not just a Board decision. …

Sagar Chemicals Limited's proposed move from the jurisdiction of the ROC, Pune to the jurisdiction of a different Registrar (covering Nagpur), even though both fall within Maharashtra, is a change of registered office from the jurisdiction of one Registrar to another within the same state — the third and heaviest degree of change covered in this chapter, since it disturbs which Registrar's office holds jurisdiction over the company.

The company must proceed in this order:

1. Board Resolution: The Board first passes a resolution approving the proposal to shift the registered office to Nagpur and authorising the steps needed to give effect to it.
2. Special Resolution of members: The company then passes a Special Resolution at a general meeting approving the change, since this degree of change requires member approval by the same three-times-against-votes majority that governs any Special Resolution.
3. Filing the Special Resolution — Form MGT-14: The Special Resolution must be filed with the Registrar in Form MGT-14 within 30 days of being passed, under Section 117.
4. Application to the Regional Director — Form INC-23: Because the move crosses from the jurisdiction of one Registrar to another within the same state, the company must apply to the Regional Director for confirmation of the change, in Form INC-23, under Section 12(5).
5. Notice of the change to the Registrar — Form INC-22: Once the Regional Director confirms the change, the company files a certified copy of the confirmation and then notifies the actual change of registered office to the Registrar in Form INC-22, within 30 days of the confirmation. …

Students sometimes treat a change between two Registrars within the same state as equivalent to a purely local move (needing only a Board Resolution and INC-22) — the correct rule is that crossing from one ROC's jurisdiction to another's, even within the same state, n …