To shift the statutory register from register to other place
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
03 May 2012
Please tell me the compliances required to follow if I have to change the place of statutory registers and other company's documents from Registered office to corporate office.
As I m moving to my corporate office, these documents are also required to shift there from the registered office.
My Registered and Corporate office both are in Delhi only.
Pls reply asap.
Thanks
Shreya
As I m moving to my corporate office, these documents are also required to shift there from the registered office.
My Registered and Corporate office both are in Delhi only.
Pls reply asap.
Thanks
Shreya
03 May 2012
Hi
Please read section 163 of the Companies Act, 1956 of the Companies Act, 1956.
163. Place of keeping and inspection of, registers and returns.—
(1) The register of members commencing from the date of the registration of the company, the index of members, the register and index of debenture-holders, and copies of all annual returns prepared under sections 159 and 160, together with the copies of certificates and documents required to be annexed thereto under sections 160 and 161, shall be kept at the registered office of the company:
1[Provided that such registers, indexes, returns and copies of certificates and documents or any or more of them may, instead of being kept at the registered office of the company, be kept of any other place within the city, town or village in which the registered office is situate, if—
(i) such other place has been approved for this purpose by a special resolution passed by the company in general meeting, 2[and]
3[***]the Registrar has been given in advance a copy of the proposed special resolution.]
4[(1A) Notwithstanding anything contained in sub-section (1), the Central Government may make rules for the preservation and for the disposal, whether by destruction or otherwise, of the registers, indexes, returns, and copies of certificates and other documents referred to in sub-section (1).]
(2) The registers, indexes, returns, and copies of certificates and other documents referred to in sub-section (1) shall, except when the register of members or debenture-holders is closed under the provisions of this Act, be open during business hours (subject to such reasonable restrictions, as the company may impose, so that not less than two hours in each day are allowed for inspection) to the inspection—
(a) of any member or debenture-holder, without fee; and
(b) of any other person, on payment of 5[such sum as may be prescribed] for each inspection.
(3) Any such member, debenture-holder or other person may—
(a) make extracts from any register, index or copy referred to in sub-section (1) without fee or additional fee, as the case may be; or
(b) require a copy of any such register, index or copy or of any part thereof, on payment of 6[such sum as may be prescribed] for every one hundred words or fractional part thereof required to be copied.
(4) The company shall cause any copy required by any person under clause (b) of sub-section (3) to be sent to that person within a period of ten days, exclusive of non-working days, commencing on the day next after the day on which the requirement is received by the company.
(5) If any inspection, or the making of any extract required under this section, is refused, or if any copy required under this section is not sent within the period specified in sub-section (4), the company, and every officer of the company who is in default, shall be punishable, in respect of each offence, with fine which may extend to 7[five hundred rupees] for every day during which the refusal or default continues.
(6) The 8[Central Government] may also, by order, compel an immediate inspection of the document, or direct that the extract required shall forthwith be allowed to be taken by the person requiring it, or that the copy required shall forthwith be sent to the person requiring it, as the case may be.
Regards
Please read section 163 of the Companies Act, 1956 of the Companies Act, 1956.
163. Place of keeping and inspection of, registers and returns.—
(1) The register of members commencing from the date of the registration of the company, the index of members, the register and index of debenture-holders, and copies of all annual returns prepared under sections 159 and 160, together with the copies of certificates and documents required to be annexed thereto under sections 160 and 161, shall be kept at the registered office of the company:
1[Provided that such registers, indexes, returns and copies of certificates and documents or any or more of them may, instead of being kept at the registered office of the company, be kept of any other place within the city, town or village in which the registered office is situate, if—
(i) such other place has been approved for this purpose by a special resolution passed by the company in general meeting, 2[and]
3[***]the Registrar has been given in advance a copy of the proposed special resolution.]
4[(1A) Notwithstanding anything contained in sub-section (1), the Central Government may make rules for the preservation and for the disposal, whether by destruction or otherwise, of the registers, indexes, returns, and copies of certificates and other documents referred to in sub-section (1).]
(2) The registers, indexes, returns, and copies of certificates and other documents referred to in sub-section (1) shall, except when the register of members or debenture-holders is closed under the provisions of this Act, be open during business hours (subject to such reasonable restrictions, as the company may impose, so that not less than two hours in each day are allowed for inspection) to the inspection—
(a) of any member or debenture-holder, without fee; and
(b) of any other person, on payment of 5[such sum as may be prescribed] for each inspection.
(3) Any such member, debenture-holder or other person may—
(a) make extracts from any register, index or copy referred to in sub-section (1) without fee or additional fee, as the case may be; or
(b) require a copy of any such register, index or copy or of any part thereof, on payment of 6[such sum as may be prescribed] for every one hundred words or fractional part thereof required to be copied.
(4) The company shall cause any copy required by any person under clause (b) of sub-section (3) to be sent to that person within a period of ten days, exclusive of non-working days, commencing on the day next after the day on which the requirement is received by the company.
(5) If any inspection, or the making of any extract required under this section, is refused, or if any copy required under this section is not sent within the period specified in sub-section (4), the company, and every officer of the company who is in default, shall be punishable, in respect of each offence, with fine which may extend to 7[five hundred rupees] for every day during which the refusal or default continues.
(6) The 8[Central Government] may also, by order, compel an immediate inspection of the document, or direct that the extract required shall forthwith be allowed to be taken by the person requiring it, or that the copy required shall forthwith be sent to the person requiring it, as the case may be.
Regards
Message likes :
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Querist : Anonymous
Querist :
Anonymous
(Querist)
28 May 2012
Is there any form which is also required to file in RoC regarding shifting the places of keeping the statutory registers and other documents from Registered office to corporate office.
Me and My CEO is also going to move to our corporate office but Board Meeting will be held on Registered office only.
Kindly advise, is it important to go through with all such procedures or keep all docs in registered office only and at the time of inspection I have to bring it from regd office to my corporate office
Thanks Shreya
Me and My CEO is also going to move to our corporate office but Board Meeting will be held on Registered office only.
Kindly advise, is it important to go through with all such procedures or keep all docs in registered office only and at the time of inspection I have to bring it from regd office to my corporate office
Thanks Shreya
Querist : Anonymous
Querist :
Anonymous
(Querist)
28 May 2012
Is there any form which is also required to file in RoC regarding shifting the places of keeping the statutory registers and other documents from Registered office to corporate office.
Me and My CEO is also going to move to our corporate office but Board Meeting will be held on Registered office only.
Kindly advise, is it important to go through with all such procedures or keep all docs in registered office only and at the time of inspection I have to bring it from regd office to my corporate office
Thanks
Me and My CEO is also going to move to our corporate office but Board Meeting will be held on Registered office only.
Kindly advise, is it important to go through with all such procedures or keep all docs in registered office only and at the time of inspection I have to bring it from regd office to my corporate office
Thanks
Querist : Anonymous
Querist :
Anonymous
(Querist)
06 September 2012
Is there any form which is also required to file in RoC regarding shifting the places of keeping the statutory registers and other documents from Registered office to corporate office.
Me and My CEO is also going to move to our corporate office but Board Meeting will be held on Registered office only.
Kindly advise, is it important to go through with all such procedures or keep all docs in registered office only and at the time of inspection I have to bring it from regd office to my corporate office
Thanks
Me and My CEO is also going to move to our corporate office but Board Meeting will be held on Registered office only.
Kindly advise, is it important to go through with all such procedures or keep all docs in registered office only and at the time of inspection I have to bring it from regd office to my corporate office
Thanks
06 September 2012
Hi
Form-23 and Form-23AA.
Form-23 and Form-23AA.
Querist : Anonymous
Querist :
Anonymous
(Querist)
07 September 2012
Thanks for the reply
It is requested to kindly reply, is it necessary to go for all such procedures. Can I keep with me statutory registers, annual return papers and other documents without filing any such kind of form.
What is the penalty ofnot keeping it in registered office. or I can bring anytijme when require to my registered office. What other formalities required in such case?
Can we come up to our registered office only for Board Meeting and can follow rest of the compliances or filing form to RoC through corporate office. Is may not be mandatory for CS to Sit in his Registered office only for Board meeting. What is your opinion? All are requested to feel free to give their views on my query
Thanks
It is requested to kindly reply, is it necessary to go for all such procedures. Can I keep with me statutory registers, annual return papers and other documents without filing any such kind of form.
What is the penalty ofnot keeping it in registered office. or I can bring anytijme when require to my registered office. What other formalities required in such case?
Can we come up to our registered office only for Board Meeting and can follow rest of the compliances or filing form to RoC through corporate office. Is may not be mandatory for CS to Sit in his Registered office only for Board meeting. What is your opinion? All are requested to feel free to give their views on my query
Thanks
02 August 2025
Hey Shreya, here’s a detailed overview to help you out on shifting statutory registers and company documents from the Registered Office (RO) to your Corporate Office (CO):
---
### 1. **Legal Provisions for Keeping Statutory Registers**
* **Section 163 of the Companies Act, 1956** (still relevant in spirit, though the 2013 Act governs now) states:
* Registers like Register of Members, Index of Members, Annual Returns, etc. **must be kept at the Registered Office** of the company.
* However, **they may be kept at another place** within the same city/town/village if:
* A **special resolution** is passed by the company approving this,
* And the company gives **advance notice to the Registrar of Companies (RoC)** of this resolution.
---
### 2. **Formalities Required to Shift Registers/Documents**
* **Pass a Special Resolution** in a General Meeting approving shifting of statutory registers and documents from RO to CO.
* **File the Special Resolution with RoC**, typically through **Form MGT-7** or a relevant form (may vary slightly based on the Act version).
* Inform the RoC **in advance** about the change of place of keeping registers.
* **File Form 23 and Form 23AA** (as mentioned in your queries) or the prescribed forms under the current Companies Act (such as **Form MGT-7** or other related forms).
* Update the **Registered Office address (if changed)** by filing Form INC-22, but since both offices are in Delhi, only shifting registers without changing RO address is considered.
---
### 3. **Can You Keep Statutory Registers Without Filing?**
* If you **do not file** the special resolution and move registers/documents away from the registered office **without approval**, you are **not complying with Section 163**.
* This may lead to penalties:
* Fine for non-compliance may be levied on the company and officers responsible.
* Inspection authorities may refuse inspection or may require you to produce the registers at the registered office.
* **Best practice:** keep registers at RO or file special resolution and notify RoC before moving them elsewhere.
---
### 4. **About Board Meetings and Location**
* Board meetings **can be held anywhere** in India unless the Articles of Association (AoA) specify otherwise.
* Company Secretary (CS) or directors do not have to be physically present at the Registered Office for board meetings.
* Hence, you can have Board Meetings at the Registered Office and keep documents at the Corporate Office once compliances are done.
* However, the **statutory registers and documents must be available for inspection** at the place they are kept during business hours.
---
### 5. **Practical Suggestion**
* If you want to **avoid formalities**, you may keep the documents at the Registered Office and bring them to the Corporate Office for your use.
* But if you want the registers **permanently at the Corporate Office**, follow the procedure:
* Special Resolution
* File with RoC
* Notify RoC in advance
* This ensures you are legally compliant and inspections can be conducted without hassles.
---
### Summary:
| Action | Requirement | Filing with RoC? | Remarks |
| -------------------------------------------- | ---------------------------------------- | ------------------------ | ----------------------------------------- |
| Keep registers at Registered Office | Default requirement | No | No special approval needed |
| Keep registers at another place in same city | Requires Special Resolution + RoC notice | Yes (special resolution) | Must notify RoC in advance |
| Hold Board Meetings anywhere | Allowed as per Companies Act | No | Check Articles for any specific clause |
| Shift documents without filing | Not compliant | No | May attract penalty and inspection issues |
---
If you want, I can help you draft the Special Resolution and guide you on filing the required forms. Would you like that?
---
### 1. **Legal Provisions for Keeping Statutory Registers**
* **Section 163 of the Companies Act, 1956** (still relevant in spirit, though the 2013 Act governs now) states:
* Registers like Register of Members, Index of Members, Annual Returns, etc. **must be kept at the Registered Office** of the company.
* However, **they may be kept at another place** within the same city/town/village if:
* A **special resolution** is passed by the company approving this,
* And the company gives **advance notice to the Registrar of Companies (RoC)** of this resolution.
---
### 2. **Formalities Required to Shift Registers/Documents**
* **Pass a Special Resolution** in a General Meeting approving shifting of statutory registers and documents from RO to CO.
* **File the Special Resolution with RoC**, typically through **Form MGT-7** or a relevant form (may vary slightly based on the Act version).
* Inform the RoC **in advance** about the change of place of keeping registers.
* **File Form 23 and Form 23AA** (as mentioned in your queries) or the prescribed forms under the current Companies Act (such as **Form MGT-7** or other related forms).
* Update the **Registered Office address (if changed)** by filing Form INC-22, but since both offices are in Delhi, only shifting registers without changing RO address is considered.
---
### 3. **Can You Keep Statutory Registers Without Filing?**
* If you **do not file** the special resolution and move registers/documents away from the registered office **without approval**, you are **not complying with Section 163**.
* This may lead to penalties:
* Fine for non-compliance may be levied on the company and officers responsible.
* Inspection authorities may refuse inspection or may require you to produce the registers at the registered office.
* **Best practice:** keep registers at RO or file special resolution and notify RoC before moving them elsewhere.
---
### 4. **About Board Meetings and Location**
* Board meetings **can be held anywhere** in India unless the Articles of Association (AoA) specify otherwise.
* Company Secretary (CS) or directors do not have to be physically present at the Registered Office for board meetings.
* Hence, you can have Board Meetings at the Registered Office and keep documents at the Corporate Office once compliances are done.
* However, the **statutory registers and documents must be available for inspection** at the place they are kept during business hours.
---
### 5. **Practical Suggestion**
* If you want to **avoid formalities**, you may keep the documents at the Registered Office and bring them to the Corporate Office for your use.
* But if you want the registers **permanently at the Corporate Office**, follow the procedure:
* Special Resolution
* File with RoC
* Notify RoC in advance
* This ensures you are legally compliant and inspections can be conducted without hassles.
---
### Summary:
| Action | Requirement | Filing with RoC? | Remarks |
| -------------------------------------------- | ---------------------------------------- | ------------------------ | ----------------------------------------- |
| Keep registers at Registered Office | Default requirement | No | No special approval needed |
| Keep registers at another place in same city | Requires Special Resolution + RoC notice | Yes (special resolution) | Must notify RoC in advance |
| Hold Board Meetings anywhere | Allowed as per Companies Act | No | Check Articles for any specific clause |
| Shift documents without filing | Not compliant | No | May attract penalty and inspection issues |
---
If you want, I can help you draft the Special Resolution and guide you on filing the required forms. Would you like that?
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