Form INC-22: Notice of Situation or Change of Registered Office

When INC-22 is required

Every company must have a registered office capable of receiving communications. INC-22 is filed in two situations: to verify the registered office where the address at incorporation was a correspondence address, and whenever the registered office moves. The filing deadline is 30 days from the change.

The type of move decides what approvals must be in place before INC-22 is filed. The table below summarises the usual route for each kind of shift. Where an approval is needed, the 30 days for INC-22 generally run from the date the shift takes effect after that approval.

Attachments

The Registrar wants evidence that the company can actually use the premises. Utility bills must not be older than two months. Where the office is rented or provided by a director or relative, an NOC and rent agreement are expected.

• Registered title deed, lease or rent agreement
• NOC from the owner of the premises
• Utility bill (electricity, gas, telephone or similar) not older than two months
• Copy of the board or special resolution, as applicable
• Regional Director's order for inter-RoC or inter-state shifts

Fees, additional fee and higher additional fee

The normal fee follows the nominal-capital slabs under the Companies (Registration Offices and Fees) Rules, 2014. Late filing attracts 2x the normal fee for up to 30 days of delay, rising to 12x beyond 180 days.

Since 1 July 2022, INC-22 is one of two forms subject to a higher additional fee. If a company files INC-22 late on two or more occasions within 365 days of the last late filing, the higher additional fee of 3x to 18x applies instead of the ordinary additional fee.

Penalty for not filing

Section 12(8) provides that if a company defaults in complying with the section, the company and every officer in default are liable to a penalty of ₹1,000 for every day of default, subject to a maximum of ₹1 lakh. Registrars can also carry out physical verification of the registered office, and an unverifiable address can lead to the company being marked and further action.

Common reasons for resubmission

Most INC-22 queries concern stale or mismatched address proof. Check that the address on the utility bill, NOC and rent agreement matches the form, including PIN code, and that the property owner has signed the NOC. A blurred photo or missing owner signature leads to a resubmission request. Refogo's partner professionals can handle the shift and INC-22 filing for a fixed fee.

• Utility bill older than two months
• Address mismatch between documents and form
• NOC not signed by the actual owner
• MGT-14 or RD order not filed before INC-22

Step by step

1. 1Decide the type of shift

   Identify whether the move is local, inter-city, inter-RoC or inter-state.

2. 2Pass resolutions

   Hold a board meeting and, where required, a general meeting for a special resolution.

3. 3Get approvals

   File MGT-14 and, for inter-RoC or inter-state moves, obtain the Regional Director's order.

4. 4Collect proof

   Gather lease or title deed, owner NOC and a recent utility bill.

5. 5File INC-22

   Complete the V3 form, attach documents and obtain professional certification.

6. 6Pay fee and update records

   Pay the fee and update letterheads, signage and registrations.