File from the Board decision, even if the move is later
Under the first proviso to Companies Act, 2013 section 128(1), the Board may decide to keep all or any of the relevant books or papers at another place in India. The company then has seven days from that decision to give the Registrar written notice of the full address. Rule 2A of the Companies (Accounts) Rules, 2014 prescribes Form AOC-5. The statutory trigger is the Board decision. The substituted AOC-5 asks for the Board resolution date.
Read the applicable text: India Code: Companies Act, 2013, section 128 Gazette: Companies (Accounts) Amendment Rules, 2015, rule 2A and AOC-5 MCA Gazette: substituted Form AOC-5.
Distinguish alternate custody from a change of registered office
AOC-5 reports where the books are kept. It does not change the registered office. Define which records remain there and which are to be kept at the alternate address. For branch books, separately consider section 128(2). For electronic books, consider the second proviso to section 128(1) and Rule 3 of the Companies (Accounts) Rules. A backup location by itself is not proof that the Board decided to keep company books at that location for the purposes of the first proviso.
Build the filing from the signed resolution
Check the company’s CIN, the Board resolution date, the complete alternate Indian address and the evidence of Board approval. Use the current AOC-5 webform for the filing fields and signing requirements. Keep the Board resolution and check the prescribed form’s attachments. Compare the precise premises, floor or unit and postal details across the resolution and form. If the address changes after the Board decision, determine the appropriate Board and filing action rather than silently substituting details.
Prove filing and continued access
Retain the final submitted form, transaction or acknowledgement reference and available payment or status proof. A draft or preparatory action does not show timely filing. Preserve the evidence that books kept in India can be inspected by directors during business hours under section 128(3), as applicable. Keep the records movement list and establish who can produce the original books or copies.
Six worked illustrations
All facts and amounts are fictional. Calculations illustrate the stated assumptions, not a predetermined legal outcome.
Illustrative example 1: Actual move date is later
Board decision: 2 November 2026. Physical move: 12 November. The seven-day marker is 9 November, three days before the move. An internal plan based on 12 November would miss the statutory trigger.
Illustrative example 2: Filing before the marker
A Board resolution is passed on 5 November and filing is completed on 10 November. Five days elapsed, two days inside the seven-day period.
Illustrative example 3: Draft and filing are separate
A company passes its resolution on 2 November, creates a draft on 6 November and completes filing on 11 November. Nine days elapsed from the resolution, two beyond the seven-day marker.
Illustrative example 4: Only part of the records moves
Of 150 ledger volumes, 45 are designated to move and 105 stay at the registered office. The moved portion is 30%. A partial move can still fall within the proviso.
Illustrative example 5: Check actual receipt at the alternate site
The movement list has 62 boxes. The alternate custodian receives 59. The difference is three boxes; keep the custody gap open until it is resolved.
Illustrative example 6: Reconcile duplicated migration entries
The transfer worksheet lists 80 lines, including six duplicates for boxes already listed. The unique count is 74. Use that population for the access and custody review rather than counting the duplicates as extra boxes.
Ten-step verification table
| Step | Action | Evidence |
|---|---|---|
| 1 | Confirm legal entity and registered office | CIN and current company master. |
| 2 | Determine whether the Board is choosing another place | Approved proposal and classification of records. |
| 3 | Verify the place is in India | Complete address and premises evidence. |
| 4 | Set out records covered by the move | Custody matrix and record inventory. |
| 5 | Record Board approval and decision date | Signed resolution and minutes. |
| 6 | Calculate the seven-day marker | Dated filing tracker. |
| 7 | Prepare AOC-5 and compare particulars | Current webform, kit and resolution. |
| 8 | Complete signing and filing | Final form, authorised signatory and filing receipt. |
| 9 | Confirm actual transfer and access | Receiving checklist and retrieval test. |
| 10 | Close exceptions and preserve evidence | Status proof, final record register and sign-off. |
Sixteen practitioner FAQs
1. What triggers AOC-5?
The Board decision to keep all or any books at another place in India within the proviso.
2. When does the seven-day period start?
From the Board decision.
3. Does the physical movement date reset it?
No.
4. Can only some books move?
Yes. The proviso expressly covers all or any of the books.
5. Does AOC-5 change the registered office?
No. It reports the books address.
6. Can it be used to place books abroad under this proviso?
No. This proviso refers to another place in India.
7. Can the Board choose an alternate address and omit its unit details?
Give the full address and verify it against the premises evidence.
8. Does a draft establish filing?
No. Preserve completed filing evidence.
9. Does a custody list substitute for a Board resolution?
No. It serves a different purpose.
10. Does filing prove all records actually arrived?
No. Reconcile the physical or electronic transfer separately.
11. What if the company uses electronic books?
Assess the separate requirements for electronic mode and the nature of the Board decision.
12. Are overseas branch summaries part of this filing analysis?
Consider branch reporting separately; AOC-5 addresses an alternate Indian address under the proviso.
13. May a director inspect books kept at the other place in India?
Section 128(3) provides for director inspection during business hours at the applicable place.
14. Should signatory credentials be checked before the deadline?
Yes. Use the current MCA instructions and retain filing proof.
15. What if the form and resolution show different addresses?
Resolve the discrepancy through the appropriate approval before filing.
16. What closes the relocation file?
Evidence of Board authority, timely notice, record movement and continuing access.
Official sources
India Code: Companies Act, 2013, section 128 Gazette: Companies (Accounts) Amendment Rules, 2015, rule 2A and AOC-5 MCA Gazette: substituted Form AOC-5