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.
MCA HQ
Central Government
Provisions & Forms We Work Under
Sec 13(4) – Inter-State
Sec 14 – AoA Alteration
Sec 61 – Capital
Sec 66 – Reduction
Sec 230 – Scheme
Sec 248 – Strike-Off
Sec 441 – Compounding
Sec 460 – Condonation
INC-23 / INC-28 / RD-1
FAQs on RoC, RD & HQ Approvals
What is the role of Regional Director (RD)?
The Regional Director is the MCA's regional approving authority for matters like inter-state office shifting (Sec 13(4)), public-to-private conversion (Sec 14), compounding of compoundable offences (Sec 441), and certain other Central Government powers delegated to the RD.
What is the difference between RoC and RD approvals?
RoC handles routine filings (incorporation, returns, charges, name change, intra-jurisdiction office change). RD handles cross-jurisdiction and conversion matters (inter-state shift, public-to-private, compounding). NCLT / Central Government handles capital reduction, schemes, and condonation of certain delays.
How long does an RD application take?
Typically 2–4 months — covering application filing, advertisement (21-day window), creditor / member objection cycle, RD hearing, and order. Inter-state shift and public-to-private conversion fall in this range; complex matters can take longer.
What is compounding under Section 441?
Compounding allows a company / officer to settle compoundable offences by paying a penalty determined by the RD (up to ₹25 lakh) or NCLT (above ₹25 lakh) — closing past defaults without prosecution and protecting directors from disqualification.
What is condonation of delay under Section 460?
Sec 460 empowers Central Government to condone delays in filings on reasonable cause — typically used for late MGT-14, charge forms, and certain other forms where filing windows have elapsed and additional fees alone cannot regularise.
Can a struck-off company be revived?
Yes — under Sec 252, an application can be made to NCLT within 20 years of strike-off for restoration. The applicant must demonstrate that the company was operational, has assets, or that strike-off causes injustice. NCLT may order restoration with conditions.
When is NCLT approval required vs RD approval?
NCLT for capital reduction (Sec 66), schemes of arrangement (Sec 230), restoration (Sec 252), and large-quantum compounding. RD for inter-state shifting (Sec 13(4)), public-to-private conversion (Sec 14), and compoundable offences within RD's monetary jurisdiction.
RoC Filed. RD Approved. NCLT Ordered. Compliance Cleansed.
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