Capital and Charter Changes for Telangana Companies: Stamp Duty, Office Shifts and ROC Hyderabad

Changing a company's capital, name, objects, registered office or articles follows the Companies Act and works the same way across India. But for a company registered in Telangana, a few things are local: the stamp duty on a capital increase, how easy it is to move the registered office within the state, and what's involved in moving out of it. This guide covers those Telangana specifics.

Increasing Authorised Capital in Telangana

A Telangana company increases its authorised capital the same way as any other: an ordinary resolution of the shareholders, if the articles allow it, followed by Form SH-7 within 30 days. Two costs apply:

• The ROC fee, based on the amount of the increase.
• Stamp duty on the increase, at Telangana's rate, since the company's registered office is in the state. For most companies it's paid as part of the MCA filing.

Stamp duty rates differ from state to state, so a figure quoted for a company in another state won't necessarily apply to yours. We confirm the exact amount before filing.

Moving the Registered Office Within Telangana

Telangana has a single Registrar of Companies, in Hyderabad, covering the whole state. That makes moves within Telangana relatively simple:

• Within Hyderabad, for example from Madhapur to Gachibowli: a board resolution and INC-22 within 30 days.
• From Hyderabad to another town in Telangana, like Warangal or Karimnagar: a special resolution filed in MGT-14, and INC-22.

Because every address in Telangana falls under ROC Hyderabad, a move within the state doesn't need the Regional Director's confirmation that applies when a company moves between two ROCs in the same state.

Proof of the new address

INC-22 needs proof of the new registered office, usually a recent utility bill, and a rent agreement with the owner's no-objection certificate if the company doesn't own the premises. If the new office is a co-working space or virtual office, the provider's agreement and NOC serve the same purpose.

Moving Out of Telangana

Moving the registered office to another state, such as Andhra Pradesh or Karnataka, is a much longer process. It needs a special resolution, and the Regional Director's approval through Form INC-23. Before approving, the company must:

• Publish a notice of the proposed move in a newspaper in English and one in the principal vernacular language of the district, which for a Hyderabad company means a Telugu newspaper.
• Serve notice on its creditors and debenture holders.
• Serve notice on the Telangana state government and the Registrar.

Once approved, the company files the order with the ROCs in both states, and its records move from ROC Hyderabad to the new state's Registrar. Stamp duty and state registrations then follow the new state's rules.

Changing the Company's Name

A Telangana company changes its name through RUN, a special resolution, MGT-14 and INC-24, with ROC approval and a fresh certificate of incorporation. The company remains the same legal entity, but a new name has to reach every record, and for a Telangana business that includes several state registrations.

Updating Telangana Registrations After a Change

After a change of name or registered office, update:

• GST registration, since the legal name and principal place of business are fields whose amendment needs the GST officer's approval.
• Professional Tax enrolment and registration with the Telangana Commercial Taxes Department.
• Shops and Establishments registration with the Telangana Labour Department.
• The trade licence with GHMC or the local municipality.
• PAN, TAN and the company's bank accounts.

For two years after a name change, the company must show its former name alongside the new one on its letterheads, invoices, website and signboards.

A Checklist for Telangana Companies

1. Check your articles allow the change, and whether an ordinary or special resolution is needed.
2. For a capital increase, budget for the ROC fee and Telangana stamp duty on the increase.
3. For an office move within Telangana, have proof of the new address ready and file INC-22 within 30 days.
4. For a move out of the state, allow a few months, and plan the English and Telugu newspaper notices.
5. After any name or address change, update GST, Professional Tax, Shops and Establishments, the trade licence, PAN and the bank.

Getting Help

Think Filing handles capital increases, name changes, object clause and articles amendments, and registered office moves for companies in Telangana, and updates the state and tax registrations that follow.