Event-Based ROC Forms: Triggers and Timelines

Alongside the fixed annual filings, a private company must file a separate ROC form whenever certain events happen during the year - a director joins or leaves, shares are allotted, the registered office moves, a charge is created on an asset, authorised capital increases, or certain resolutions are passed. Each of these forms runs on its own short clock from the date of the event, not from the AGM.

This guide covers the six event-based forms that come up most often for a growing private company: DIR-12, PAS-3, INC-22, CHG-1, SH-7 and MGT-14, with the trigger and the filing window for each.

DIR-12: director and KMP changes

Form DIR-12 is filed whenever a director or key managerial personnel is appointed, resigns, or has a change in designation, within thirty days of the event. It is one of the more time-sensitive filings on this list, since a resignation that is not reflected on the public record in time can create confusion about who is actually authorised to act for the company.

PAS-3: return of allotment

Form PAS-3 reports any allotment of shares to the Registrar, but the filing window depends on how the shares were allotted. For an allotment made through a private placement under section 42 - the route most funding rounds use - the form is due within fifteen days of allotment, and must be accompanied by the complete list of allottees.

For other allotments, such as a rights issue, a bonus issue, or shares issued on ESOP exercise, the filing window is thirty days from allotment. The fifteen-day private placement window is the one that catches companies out, since it is shorter than the general thirty-day rule many teams assume applies by default.

INC-22: change of registered office

Form INC-22 is filed within thirty days of any change in the registered office address, supported by proof of the new address. A move within the same city or the same Registrar's jurisdiction is usually a straightforward filing.

A move across states, or in other situations that need prior approval beyond the company's own resolution, involves a separate approval process in addition to the form itself. That approval process has its own procedure and timeline, which is worth checking against the current rules for the specific situation rather than assuming it tracks the standard thirty-day INC-22 window.

CHG-1: creation or modification of a charge

Form CHG-1 registers the creation or modification of a charge on the company's assets - most often when a loan is secured against property, receivables or other assets - and is due within thirty days of the charge being created or modified.

Missing the thirty-day window does not automatically mean the charge cannot be registered at all: the Registrar can allow additional time on payment of a higher fee, under the condonation process the rules provide for. The exact extended timelines and the fee scale should be confirmed at the time, since they sit in subordinate rules that have been revised more than once, and the figure that applied last year may not be the one that applies this year.

SH-7: increase in authorised capital

Form SH-7 is filed within thirty days of the ordinary resolution increasing the company's authorised share capital - the ceiling within which shares can be issued, as distinct from the paid-up capital actually subscribed. A company planning a large allotment should check its authorised capital headroom early, since SH-7 has to be filed and approved before the allotment that needs the extra headroom can itself be registered.

MGT-14: filing resolutions

Form MGT-14 files certain board and shareholder resolutions with the Registrar within thirty days of being passed. Private companies have the benefit of an MCA exemption notification that removes the requirement to file MGT-14 for routine board resolutions under section 179(3) - matters such as borrowing, investing company funds, or granting loans - but shareholder special resolutions, such as one amending the articles, still need to be filed. Since the Companies (Amendment) Act, 2015, a related-party transaction above the prescribed threshold needs only an ordinary resolution of shareholders, not a special resolution.

Frequently asked questions

Which form applies when a company issues shares in a funding round?

Most funding rounds are structured as a private placement under section 42, which uses Form PAS-3 within fifteen days of allotment, along with the complete list of allottees. Our separate guide on private placement versus preferential allotment covers how that route compares with other ways of issuing shares.

Does a director's resignation need to be filed even if the company does not act on it immediately?

Yes. Form DIR-12 is due within thirty days of the resignation itself, regardless of how quickly the company finds a replacement, since the public record should reflect who currently holds office.

What happens if CHG-1 is filed after the thirty-day window?

The charge can usually still be registered with the Registrar's approval and a higher fee under the condonation process, but the exact extended timeline and fee scale should be checked against the current rules at the time, since a very late filing can also affect how the charge ranks against other creditors.

Do private companies need to file MGT-14 for every board resolution?

No. An MCA exemption notification removes the MGT-14 filing requirement for private companies on routine section 179(3) board resolutions, though shareholder special resolutions still need to be filed.

Related guides

• Annual ROC filings for a private limited company
• Board meetings, AGM, minutes and statutory registers
• Private placement versus preferential allotment
• ROC and secretarial compliance services