Form INC-22: Change of Registered Office
Form INC-22 is the mandatory filing required when a company changes its registered office address within the same city, town, or village limits, or within the jurisdiction of the same Registrar of Companies (ROC). Filed under Section 12 of the Companies Act, 2013, this form ensures that the ROC maintains current records of where official communications and legal notices can be served on the company.
The registered office is the official address of a company where all government communications, legal notices, and official correspondence are sent. Maintaining an updated registered office address is crucial for compliance and avoiding penalties for non-receipt of important communications.
When to File INC-22
Within Same City/Village
Change of address within the same city, town, or village limits. File INC-22 with updated address proof and NOC.
Same ROC Jurisdiction
Change within the same state but within ROC jurisdiction. Board resolution required.
Shifting Within State
Requires special resolution and may need Regional Director approval depending on distance.
Inter-State Shift
Moving to another state requires Form INC-23 for RD approval first, then INC-22.
Legal Framework and Due Dates
Governing Provisions
- Section 12: Registered office of company
- Section 13: Alteration of Memorandum
- Rule 27 & 28: Companies (Incorporation) Rules, 2014
- Rule 30-37: Companies (Incorporation) Sixth Amendment Rules
Due Date and Penalty
Due Date: Within 15 days of change
Late Fee: ₹200 per day of delay
Maximum: No cap on penalty
Step-by-Step Filing Process
Board Meeting
Convene Board Meeting to approve change of registered office. Pass board resolution authorizing the shift and filing of INC-22.
Arrange New Office
Secure new premises. Obtain NOC from owner, rent agreement/lease deed, and utility bills. Ensure space is suitable for business operations.
Update Stationery
Prepare to update letterheads, visiting cards, website, and all official documents with new address.
Prepare INC-22
Fill Form INC-22 with new address details, date of change, and reason for change. Ensure all fields are accurately completed.
Attach Documents
Upload NOC from property owner, rent agreement/ownership proof, utility bill (not older than 2 months), and photo of office with signboard.
Submit Form
Sign with director DSC, pay government fees, and submit. ROC will verify and update the registered office address in MCA records.
Required Documents
Property Documents
- ☐ NOC from property owner
- ☐ Rent agreement/Lease deed (if rented)
- ☐ Sale deed/Property tax receipt (if owned)
- ☐ Utility bill (Electricity/Water/Gas - not older than 2 months)
Company Documents
- ☐ Board Resolution approving change
- ☐ Photo of registered office with name board
- ☐ Altered MOA (if state change)
- ☐ Proof of sending intimation to other authorities
Inter-State Change Process
Moving registered office to another state requires additional approvals:
- 1. Board Resolution: Approve proposed shift
- 2. Special Resolution: Pass SR with 3x majority
- 3. Newspaper Advertisement: Publish in local newspapers
- 4. Creditor Notice: Inform creditors and seek objections
- 5. Form INC-23: File for Regional Director approval
- 6. RD Approval: Obtain order from Regional Director
- 7. File INC-22: File within 60 days of approval
- 8. Alter MOA: Update registered office clause
Penalty for Non-Compliance
| Violation | Penalty |
|---|---|
| Late filing (per day) | ₹200 per day |
| Company | ₹1,000 per day (max ₹1,00,000) |
| Officer in default | ₹1,000 per day (max ₹25,000) |
Post-Filing Compliance
Update Internal Records
- • Update letterheads and visiting cards
- • Change address on website and social media
- • Update bank account records
- • Inform GST authorities (if registered)
Inform Authorities
- • Income Tax Department
- • GST Department (Amend registration)
- • EPFO/ESIC (if applicable)
- • Banks and financial institutions
Key Takeaways
Timing
- ✓ File within 15 days of change
- ✓ Plan address change in advance
- ✓ Keep all documents ready
- ✓ Update all records promptly
Documentation
- ✓ Valid NOC from owner
- ✓ Recent utility bill
- ✓ Office photo with signboard
- ✓ Board resolution