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Issue ID: 121128
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ROC related Query.................

Date 18 Sep 2026
Replies 1 Reply
Views 261 Views
Asked by
Registered office relocation, not GST registration change, triggers inter-State corporate filings and valid office maintenance obligations.
A change in GST registration following relocation of business operations does not by itself require ROC filings if the registered office remains in Delhi. A registered-office shift from Delhi to Haryana requires the prescribed inter-State corporate process, including Board approval, members' special resolution, alteration of the memorandum clause, Form INC-23, and consequential filings as applicable. The company must maintain a genuine registered office for statutory communications. GST cancellation also requires review of input tax credit, stock, capital goods, fixed assets, and other balances. (AI Summary)

Currently, our Private Limited Company is registered in Delhi and has a Delhi GST registration. We are planning to close the company's operations in Delhi and start operations in Haryana with a new GST registration number. In this case, will we also need to make any changes or filings with the ROC?

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Replied on Sep 18, 2026
1.

Summary

Moving business operations from Delhi to Haryana does not automatically require any ROC filing merely because the company obtains a new Haryana GST registration.

  • If the registered office remains in Delhi:
    You may cancel the Delhi GST registration (subject to completing GST closure compliances) and obtain a fresh Haryana GST registration. No ROC registered-office shifting procedure is required merely due to the GST change.

  • If the registered office also moves from Delhi to Haryana:
    This is an inter-State registered-office shift under the Companies Act, 2013. It generally requires Board approval, members' special resolution, alteration of the MOA registered-office clause, application in Form INC-23, and subsequent ROC filings including INC-28/INC-22, as applicable.

  • Important: If the Delhi premises is being completely vacated, retaining a nominal Delhi registered office merely to avoid the ROC procedure should be avoided. Section 12 requires the company to maintain a valid registered office capable of receiving statutory communications.

Also separately review the Delhi GSTIN's accumulated ITC, stock, capital goods, fixed assets and other balances before cancellation, as these can have material GST consequences.

Bottom line:

Operations shift only generally no ROC shift filing.

Registered office shifts ROC/MCA inter-State shifting procedure is required.

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