Form INC-22 is how a company tells the Registrar of Companies where it actually sits. It is filed within 30 days of a change of registered office, and also within 30 days of incorporation where the address was not declared at the time the company was formed.
The form itself is short. What makes INC-22 difficult is that the work required before you can file it depends entirely on how far the office is moving. A shift across the corridor needs a board resolution. A shift across a state line needs the Regional Director. Getting that distinction wrong is the most expensive mistake in this filing.
What Is Form INC-22?
INC-22 is the notice of situation, or change of situation, of the registered office, filed under Section 12 of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014.
Section 12(1) requires a company to have a registered office within 30 days of incorporation and at all times after that, and defines it as an address capable of receiving and acknowledging all communications and notices. That is the legal test. It is not simply where the directors work; it is where the company can be formally served.
The Two Occasions You File INC-22
| Occasion | Provision | Deadline |
|---|---|---|
| Verification of the registered office after incorporation | Section 12(2) | 30 days from incorporation |
| Notice of a change of registered office | Section 12(4) | 30 days from the change |
Most companies never file the first one. If the registered office address is declared in SPICe+ Part B at incorporation, the verification is handled there and no separate INC-22 is needed. It only becomes necessary where a company incorporates without a confirmed address and settles on one afterwards, which the Act allows for the first 30 days.
Four Kinds of Move, Four Different Procedures
This is the part worth reading carefully. The further the office moves, the more approval it needs.
| Move | Approval required | Forms to file |
|---|---|---|
| Within the same city, town or village | Board resolution only | INC-22 |
| Outside local limits, same Registrar | Special resolution | MGT-14, then INC-22 |
| One Registrar to another, same state | Special resolution and Regional Director confirmation | MGT-14, INC-23, then INC-22 |
| One state to another | Special resolution, memorandum alteration and Central Government approval | MGT-14, INC-23, then INC-22 |
Within the same city
A board resolution is enough. No general meeting, no MGT-14. File INC-22 within 30 days and the change is done. This covers the large majority of office moves.
Outside local limits, same Registrar
Section 12(5) says the registered office shall not be changed outside the local limits of the city, town or village where it is situated except on the authority of a special resolution. So once you cross the municipal boundary, you need a general meeting and a three-quarters majority, and the special resolution is filed in MGT-14 within 30 days before INC-22 follows.
One Registrar to another within the same state
The proviso to Section 12(5) adds a second layer: no company shall move its registered office from the jurisdiction of one Registrar to another within the same state unless such change is confirmed by the Regional Director. Some states have more than one ROC, so this catches moves that feel purely local.
The application is made in Form INC-23. Under Section 12(6), the Regional Director communicates the confirmation within 30 days, and the company then has 60 days from the date of confirmation to file it with the Registrar. Only after that does INC-22 complete the move.
One state to another
This is a memorandum alteration, not merely a change of address, because the registered office state is a clause of the memorandum. It runs under Section 13(4) and requires Central Government approval, exercised through the Regional Director on an INC-23 application, after a special resolution.
Expect to advertise the application, serve notice on the Registrar and on creditors, and satisfy the Regional Director that no creditor is prejudiced. Plan this one in months rather than weeks.
INC-22 Due Date
Thirty days, under Section 12(4). The clock runs from the date the office actually changes, not from the board resolution that approved it and not from the date the Regional Director confirms.
Where an approval route applies, the 30 days for INC-22 is in addition to the earlier deadlines for MGT-14 and for filing the Regional Director confirmation. Those run on their own clocks and missing one does not pause the others.
INC-22 Fees
The normal fee is set by the company's authorised share capital, and a late filing multiplies it by a factor that grows with the delay.
| Authorised share capital | Normal fee |
|---|---|
| Less than ₹1 lakh | ₹200 |
| ₹1 lakh to under ₹5 lakh | ₹300 |
| ₹5 lakh to under ₹25 lakh | ₹400 |
| ₹25 lakh to under ₹1 crore | ₹500 |
| ₹1 crore and above | ₹600 |
| Delay beyond the due date | Multiplier |
|---|---|
| Up to 30 days | 2 times the normal fee |
| 30 to 60 days | 4 times |
| 60 to 90 days | 6 times |
| 90 to 180 days | 10 times |
| Beyond 180 days | 12 times |
A company with ₹10 lakh of authorised capital filing 45 days late pays ₹400 multiplied by 4, so ₹1,600. The filing fee is rarely the real cost here. Our MCA fees calculator works out the exact figure for your capital and dates.
The Penalty Is the Part That Hurts
Section 12(8) provides a penalty of ₹1,000 for every day the default continues, up to a maximum of ₹1 lakh, on the company and on every officer in default. Unlike the additional fee, this is not capped at a small multiple of a few hundred rupees, and it attaches to the officers personally as well as to the company.
A registered office left unreported for three months reaches the ₹1 lakh ceiling. The additional filing fee over the same period might be ₹2,400. That gap is the reason this filing should never be allowed to drift.
Documents Required for INC-22
- Proof of the registered office address: the registered sale deed or lease deed in the company's name, or the rent agreement where the premises are rented
- A utility bill for the premises, showing the address, not older than two months. Electricity, telephone, gas or water are accepted
- No objection certificate from the owner, where the premises are not owned by the company. This is mandatory for rented and for director-owned premises alike
- Certified copy of the board resolution, and the special resolution with its MGT-14 SRN where one was required
- Regional Director confirmation order, on the routes that need one
- DSC of a director, and certification by a practising professional
The two month rule on the utility bill is the single most common reason an otherwise complete INC-22 is sent back. Pull a fresh bill the week you file rather than reusing the one from the lease signing.
INC-22 and INC-22A Are Not the Same Form
These two get confused constantly, and they have nothing to do with each other beyond the name.
| INC-22 | INC-22A (ACTIVE) | |
|---|---|---|
| Purpose | Notice of registered office, or of a change in it | One-time tagging and verification of an existing company |
| Governed by | Section 12 | Rule 25A of the Companies (Incorporation) Rules, 2014 |
| Who files | Any company setting or changing its office | Companies incorporated on or before 31 December 2017 |
| When | Within 30 days of the event, any time | One-time exercise, due 15 June 2019 |
| Late fee | 2 to 12 times the normal fee | Flat ₹10,000 |
INC-22A, the ACTIVE form, required photographs of the registered office showing the building from outside and the interior with at least one director present.
There is a trap worth knowing. A company that never filed INC-22A is tagged ACTIVE non-compliant, and that status blocks a specific set of filings: SH-7, PAS-3, DIR-12 other than cessation, INC-28, and INC-22 itself. So an older company that skipped ACTIVE cannot change its registered office at all until it pays the ₹10,000 and clears the tag first. Check the status on the company master data record before you start.
How to File INC-22 on MCA V3
- Confirm the route, and complete the resolution, MGT-14 and INC-23 steps that route requires
- Log in to mca.gov.in with the company business user credentials
- Open MCA Services, then e-Forms, then INC-22
- Enter the CIN. Company details pre-fill from master data
- Select the purpose: verification at incorporation, or change of registered office
- Enter the new address, and the date on which the change took effect
- Attach the address proof, the utility bill and the owner NOC, plus resolutions and any Regional Director order
- Affix the DSC and obtain professional certification
- Pay the fee and submit, then note the SRN
Once the SRN is approved the new address replaces the old one on the public record, and will show on an MCA company search straight away.
Common Reasons INC-22 Gets Rejected
- Utility bill older than two months, the most frequent cause by a wide margin
- No objection certificate missing, often where the premises belong to a director who assumed consent was implied
- Address on the proof does not match the address typed into the form, down to the floor and unit number
- Special resolution route missed, where the move crossed local limits but was treated as a local shift
- Regional Director approval not obtained on a move between two Registrars in the same state
- Company is ACTIVE non-compliant, so the form cannot be filed until INC-22A is cleared
Keeping the Address Current
A registered office is the one address at which the Registrar, the tax authorities and the courts are entitled to assume a company can be reached. Notices served there are validly served whether or not anyone collects them, which is why Section 12(8) treats a stale address so severely.
Leagully reads each company registered office from live MCA data, flags the 30-day deadline from the date of the change, and prepares INC-22 with the right attachment set for the route the move falls into. For the other filings that tend to accompany a relocation, see our guides to DIR-12 and CHG-1, and the ROC compliance calendar for everything else due this year.