India's corporate-law architecture under the Companies Act 2013 assigns approval powers to a layered set of authorities — the Registrar of Companies (RoC) for routine filings and incorporations; the Regional Director (RD) for jurisdiction-changing approvals like inter-state office shifting, conversion of public to private company, condonation of delay, and compounding; and the Ministry of Corporate Affairs (MCA) Headquarters / Central Government for high-stakes matters such as Section 14 articles alteration involving public-to-private conversion, scheme-related approvals, capital reduction (NCLT), and rare central-government authorisations. Securing these approvals requires technical accuracy, defensible drafting, supporting affidavits, advertisement and creditor / member notice management, and effective representation at hearings before the relevant authority.
Our RoC, RD & MCA HQ approval services handle every stage of regulator-facing approvals for Private Limited Companies, Public Limited Companies, OPCs, Section 8 entities, LLPs, and Foreign Subsidiaries — covering Section 13(4) inter-state registered office shifting, Section 14 articles alteration for public-to-private conversion, Section 61 share capital alteration, Section 66 capital reduction (NCLT route), Section 230 schemes of arrangement, compounding of offences under Section 441, condonation of delay under Section 460, extension of AGM time under Section 96, extension of FY under Section 2(41), foreign subsidiary registration approvals, NPO conversion approvals under Section 8, removal of name strike-off application defence under Section 248, restoration applications before NCLT, cost audit / secretarial audit appointments, related-party transaction approvals under Section 188, managerial remuneration approvals under Sec 197, and RoC / RD / MCA representation at hearings with full advocacy support.
Routine filings — incorporation, name reservation (RUN), name change (INC-24), MoA / AoA alteration, charge creation / satisfaction, annual returns.
Sec 13(4) inter-state office shifting and Sec 12 inter-RoC same-state shifting — RD approval via Form INC-23, advertisement, creditor / employee NoC, RD hearing.
Sec 14 articles alteration involving conversion of public limited company to private — RD approval, advertisement, creditor / member objection management.
Compounding of compoundable offences before RD or NCLT — Sec 441-aligned application, exposure mitigation, and settlement of penalty.
Condonation of delay in filings under Section 460 — for late MGT-14, INC-22, charge filings — application before MCA HQ / Central Government.
Sec 66 capital reduction, Sec 230 schemes of arrangement, Sec 248 restoration of struck-off companies, Sec 252 appeals — NCLT & MCA HQ representation.
Inter-state shifting of registered office requires alteration of MoA's "State" clause + RD approval via Form INC-23 with advertisement and creditor / employee NoC.
Conversion of public to private company requires alteration of Articles + RD approval. Private to public conversion only needs special resolution + RoC filing.
Authorised capital increase, share consolidation, sub-division — Sec 61 alteration via special resolution + Form SH-7 to RoC. No RD approval needed.
Reduction of share capital — buyback, return of capital, cancellation of unissued shares — requires NCLT approval under Sec 66 with creditor protection.
Mergers, demergers, amalgamations, compromises — Sec 230 / 232 schemes before NCLT with creditor / member meetings, RD / OL / IT objection cycles.
RoC strike-off under Sec 248 for non-compliant / dormant companies; Sec 252 restoration application before NCLT for revival within 20 years.
Compounding of compoundable offences under Sec 441 — by RD or NCLT (depending on penalty cap) — settles past defaults with penalty payment.
Sec 460 empowers Central Government to condone delays in filings on reasonable cause — typically used for late MGT-14, charge filings, and certain other forms.
Sec 13(4) RD approval — INC-23 application, advertisement in 2 newspapers, creditor / employee NoC, hearing, INC-28, final INC-22.
Sec 14 article alteration with RD approval — special resolution, RD-1 application, advertisement, creditor objection management, RD order.
Sec 61 capital alteration — authorised capital increase, share consolidation / sub-division, MoA amendment, Form SH-7 filing.
NCLT-led capital reduction — application drafting, creditor protection, advertisement, NCLT hearing, and post-order INC-28 / SH-7 filings.
Mergers, demergers, amalgamations, compromises — NCLT scheme application, creditor / member meetings, RD / OL / IT objection management.
Compounding application before RD / NCLT for compoundable offences — exposure assessment, drafting, penalty quantum, and order.
MCA HQ / Central Government condonation for late filings — petition drafting, justification, hearing, and order to enable refilling.
STK-1 notice defence, application against strike-off, Sec 252 restoration before NCLT for revival of struck-off companies.
RoC application for AGM extension up to 3 months for special reasons — drafting, justification, and order — preserving compliance status.
Application before NCLT for change in financial year (Sec 2(41)) — for foreign-subsidiary alignment, group consolidation, or operational reasons.
Related-party transaction approvals under Sec 188; managerial remuneration approvals under Sec 197 — board / audit-committee, member, and CG / NCLT.
End-to-end hearing representation, pleadings, written submissions, response to queries, and order-stage advocacy at RoC / RD / NCLT.
Moving registered office from one state to another — RD approval via Sec 13(4) is mandatory and time-consuming.
Public limited company wants to convert to private to reduce compliance burden — RD approval under Sec 14 is required.
Cancelling unissued / unpaid capital, returning capital to shareholders, or restructuring share base — Sec 66 NCLT route required.
Group restructuring through merger / demerger / amalgamation — Sec 230 scheme of arrangement before NCLT.
MGT-14 or charge form filing missed beyond regulatory window — Sec 460 condonation of delay required to enable belated filing.
Past compliance default — non-filing, non-display, non-disclosure — coming up in audit / due-diligence; Sec 441 compounding cleans the slate.
RoC has issued STK-1 / STK-5 notice for strike-off — defence + catch-up filings + objection required to prevent strike-off.
Company has been struck off by RoC and needs to be revived — Sec 252 restoration application before NCLT within 20 years.
Identify exact section, applicable authority (RoC / RD / NCLT / CG), forms, and timeline.
Board / EGM resolutions, advertisement, creditor / member notices, and supporting affidavits.
Petition / form drafting (INC-23 / RD-1 / NCLT petition / Sec 441 / Sec 460) with full annexures.
Representation at RoC / RD / NCLT hearing, response to queries / objections, and order receipt.
INC-28 / INC-22 / SH-7 / SH-9 / MGT-14 filings, and downstream PAN / GST / IEC / bank updates.
Partner with our RoC / RD / MCA HQ approval specialists for inter-state shifting, public-to-private conversion, capital reduction, schemes, compounding, condonation, strike-off defence, and end-to-end hearing representation.
Talk to a Regulatory Approval Expert