Overview
The Regional Director (RD) exercises powers of the Central Government that have been delegated under the Companies Act, 2013. Matters needing RD approval include shifting a registered office to another state or to another ROC’s jurisdiction within the same state, converting a public company into a private company, confirming fast-track mergers, compounding offences up to the prescribed limit, and certain Section 8 and Nidhi matters. For companies registered in Tamil Nadu, the Regional Director (Southern Region) sits in Chennai.
Who Needs This Service?
Companies relocating, simplifying their structure or regularising defaults, and Section 8 or Nidhi companies with matters that require Central Government approval.
Regional Director Approvals in Chennai / Tamil Nadu
Applications from companies registered with ROC Chennai or ROC Coimbatore are decided by the Regional Director (Southern Region), Chennai. That office also has jurisdiction over companies in certain other southern states and union territories. Shifting a registered office between Chennai and Coimbatore ROC jurisdictions, even within Tamil Nadu, requires an RD order under Section 12(5).
Regional Director, Tribunal and Registrar Compared
The right authority depends on the matter.
| Authority | Typical matters |
|---|---|
| Regional Director | Shifting registered office between states, Section 8 licences, fast-track mergers |
| National Company Law Tribunal | Schemes of arrangement, capital reduction |
| Registrar of Companies | Routine filings and name matters |
Matters Handled by the Regional Director
| Matter | Provision | Form |
|---|---|---|
| Shifting registered office from one state to another | Sec. 13(4) | INC-23 |
| Shifting registered office between ROCs within the same state (for example, Chennai to Coimbatore) | Sec. 12(5) | INC-23 |
| Conversion of public company into private company | Sec. 14 | RD-1 |
| Fast-track merger confirmation | Sec. 233 | CAA-11 / CAA-12 |
| Compounding of offences (up to the limit delegated to the RD) | Sec. 441 | GNL-1 |
| Alteration of objects, or conversion, of a Section 8 company | Sec. 8, Rule 22 | INC-18 / INC-20 |
| Nidhi declaration | Nidhi Rules | NDH-4 |
| Rectification of name directions and other delegated powers | As notified | RD-1 / others |
Documents and Case Preparation
An application before the Regional Director should be supported by the documents required for the particular matter, together with clear resolutions, explanatory statements, notices, affidavits or other evidence where applicable. The exact filing set depends on the statutory route.
- Identify the specific delegated power and applicable provision
- Prepare board and shareholder approvals
- Compile supporting affidavits, notices and declarations where required
- Prepare the prescribed application and annexures
- Track hearing, clarification and order requirements
After the Order
Obtaining an order is not necessarily the final administrative step. The company may need to make consequential filings, update statutory records and implement the approved change consistently across its registered-office, governance or corporate records.
Typical Application Package for an RD Approval
A complete package prevents repeated queries.
| Component | Purpose |
|---|---|
| Application form | States the approval sought |
| Board and shareholder resolutions | Authorise the filing |
| Affidavits and declarations | Confirm facts |
| Professional certificates | Support statements in the application |
Process (Typical)
- Pass a board and special resolution, where required.
- Publish a newspaper advertisement and serve notices on creditors and regulators, as the Rules require.
- File the application with the RD, along with the affidavits, creditor lists and consents.
- Hearing, where the RD fixes one.
- The RD passes an order.
- File the order with the ROC, for example in INC-28, within the prescribed period.
How KVA Handles Regional Director Approvals
Karthick Vijayakumar & Associates, Company Secretaries, supports you through each stage with a single point of contact and a clear record of what has been done.
| Step | Stage | What KVA does |
|---|---|---|
| 1 | Requirement review | We understand your entity, objective and timeline, and confirm what Regional Director Approvals involves for your specific facts. |
| 2 | Document checklist | You receive a clear list of documents, particulars and approvals needed, with gaps flagged early. |
| 3 | Preparation and filing | Our team prepares, reviews and files the required forms and records, and tracks each acknowledgement. |
| 4 | Completion and follow-up | We hand over final records and explain the compliance that follows, so nothing is missed afterwards. |
Fees and Timeline
MCA fees are payable based on authorised capital. Professional fees are available on enquiry. RD approvals typically take 1–4 months, depending on objections and hearings.
Why Karthick Vijayakumar & Associates
Work is handled by company secretaries who deal with statutory filings and governance every day.
Timelines for Regional Director Approvals are tracked so that approvals and filings do not slip.
Plain-language updates at each stage, with no guesswork about what is pending.
Organised, decision-ready documentation that supports audits, banks and future filings.
Frequently Asked Questions
The Regional Director (Southern Region), Chennai.
No. Shifting within the local limits of the same city only needs a board resolution and filing INC-22 within 30 days.
Yes. The two cities fall under different ROCs, so an RD order under Section 12(5) is required.
Compounding settles certain offences punishable with fine only, or with fine or imprisonment, by paying a compounding fee. The RD compounds offences where the maximum fine does not exceed ₹25 lakh, and the NCLT compounds the rest.
Yes. Creditors and employees are notified and can object, and the RD considers their objections.
Usually one to four months, depending on objections and hearings.
Not always. The RD may decide on the papers or may call for a hearing.
The order is filed with the ROC, and the registered office change or conversion is then recorded.
Since 2021, it has been approved by the Regional Director.
Adjudication under Section 454 deals with penalties for defaults, and does not work in the same way as compounding. Which process applies depends on the provision that was breached.
The Regional Director is an officer of the Ministry of Corporate Affairs who grants approvals for specified matters and exercises quasi-judicial powers, such as regional office changes and certain compounding.
Examples include shifting a registered office from one state to another, change of name in some cases, conversion of status, compounding of specified offences and fast-track mergers.
Form INC-23 is filed with the Regional Director for shifting the registered office from one state to another, after shareholder approval.
The application is filed on the MCA portal along with the resolutions, notices to creditors and authorities, and a supporting affidavit and statements.
In several cases the Regional Director may call for a hearing, ask for additional information or give directions before passing an order.
Yes. Orders can be challenged before the NCLT or the appropriate forum within the periods the Act provides.
The company files the order, alters its documents and records and updates GST, PAN, bank and other registrations to the new address or status.
The fees depend on the form and the capital of the company, and are specified in the Registration Offices and Fees Rules, which must be checked at the time of filing.
In many matters such as changes of registered office, notice to creditors, debenture holders and authorities is required, and objections are considered.
It depends on the type of application, the completeness of documents and queries. Our team follows up with the office until the order is received.
Need a Regional Director Approval?
Contact Karthick Vijayakumar & Associates to discuss the application, documents and notices your matter requires.
Contact UsSpeak with Karthick Vijayakumar & Associates
Third Floor, New No. 599, Old No. 230, Konnur High Road, Ayanavaram, Chennai, Tamil Nadu, 600023, India
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