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INC-22 Form : Change in Registered office

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Laxmi Navlani

Compliances
Form INC-22
Start & Run Business
Last updated on May 6th, 2021

Form INC-22 is filed on MCA website in case the company decides to move its registered office. The company must inform the Registrar within 15 days of such a change.

The registered office of the company is that place where ROC or any other person can send letters or notices for communicating with the company.

Every company must have a registered office which is capable of receiving and acknowledging all the communications and notices.

A company may not have any such place instantly at the time of incorporation, therefore, section 12 permits that a company may have registered office within 30 days of its incorporation and will have it for all the time thereafter.

The Company or LLP is required to give an advertisement in the newspapers indicating the change to be made and also a notice is to be given to the State Government when it is proposed to transfer the registered office from one State to another.

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Intimation about change of Registered office

The company shall intimate the ROC about every change of the situation of registered office, verified in the prescribed manner in form INC-22 within 15 days of a change of registered office. (Section 12(4) of the Act read with Rule 27)

Information to be furnished in form INC-22

While filing INC-22, company is required to furnish following information:

  1. Existing Company/New Company
  2. CIN of the company (in case of an existing company).
  3. Purpose of filing of form
  4. Date of estabishment or change
  5. Details of the new registered office
  6. Email id of the company for communication
  7. Nature of ownership of the new registered office of the company
  8. Name of New RoC
  9. Full address of the police station under whose jurisdiction registered office of the company is situated
  10. Particulars of the Utility Services Bill depicting the address of the registered office (not older than two months)
  11. SRN of MGT-14 (SRN of relevant MGT-14 is mandatory in case the purpose of the form is other than ‘Change within local limits of city, town or village’.)
  12. SRN of INC-28

Sample Form INC-22

sample form INC-22

Steps required to be followed in case of Change in Registered Office

Case 1: Change within local limits of city, town or village

  1. Obtain approval by way of a Board Resolution.
  2. Then, e-Form INC – 22 must be filed within 15 days of the date when the resolution was passed.

Case 2: Change outside local limits of city, town or village, within the same RoC and the same state

  1. Obtain approval by way of a Board Resolution.
  2. Pass Special Resolution through Form MGT – 14 within 15 days of obtaining the Board Resolution.
  3. Then, within 30 days of passing of the Special Resolution, file the application for a notice of change of registered office of the company in the e-Form INC – 22.

Case 3: Change in RoC within the same state

  1. Pass Board Resolution and Special Resolution and File Form MGT – 14 accordingly
  2. Thereafter File e-Form INC – 23. E-Form INC – 23 consists of an application made to the Regional Director to shift the registered office of the company from one RoC to another within the same state
  3. Obtain approval of the Regional Director then, within 60 days of the RD passing the order, file e-Form INC-28. E-Form INC – 28 is filed to give the notice of the order of the court, Tribunal or other competent authority.
  4. Once all the steps mentioned above have been performed, file e-Form INC -22.

Case 4: Change in state within the jurisdiction of the same RoC

  1. Obtain approval for the alteration of the MOA.
  2. Pass Board Resolution and Special Resolution and File Form MGT – 14 accordingly then, e-Form INC – 23 should be filed
  3. File Form INC – 23 at least a month after serving notice to the creditors and publishing the advertisement in the newspaper giving notice of change in registered office.
  4. Once the approval of the RD has been obtained via E-Form INC – 23, within 30 days of the order being passed, e-Form INC – 28 has to be filed.
  5. After completing the aforementioned steps, e-Form INC -22 has to be filed.

Case 5: Change in state outside the jurisdiction of the existing RoC

  1. Obtain approval for the alteration of the MOA.
  2. Pass Board Resolution and Special Resolution and File Form MGT – 14 accordingly then, e-Form INC – 23 should be filed
  3. File Form INC – 23 at least a month after serving notice to the creditors and publishing the advertisement in the newspaper giving notice of change in registered office.
  4. Once the approval of the RD has been obtained via E-Form INC – 23, within 30 days of the order being passed, e-Form INC – 28 has to be filed.
  5. After completing the aforementioned steps, e-Form INC -22 has to be filed.
Form INC-22 for Notice of situation or change of situation of registered office
From here you can directly download Form INC-22 available on MCA portal
Download
Form INC-22 for Notice of situation or change of situation of registered office
From here you can directly download Form INC-22 available on MCA portal
Download

Procedure for filing Form INC-22

Time needed: 15 minutes.

  1. Enter CIN

    You have to enter a valid CIN of One Person Company (OPC) and click on Pre-fill.

    You can find CIN by entering an existing registration number or
    name of the company by using the ‘Find CIN’ service under
    the menu MCA services on the MCA website.

  2.  Information and Particulars regarding the Notice of Change of Registered Office

    – Enter the date since which the change in address comes into effect
    – Enter the particulars of the new address (city, district, state, pin code)
    – Name of the office of the Proposed/New RoC has to be entered
    – Full address of the police station under whose jurisdiction the new office is situated has to be given

  3. Attach required documents with respect to Registered Office

    Documents with respect to Registered Office required to be attached differs on case to case basis. List of documents is mentioned in the article below.

  4. Submit Declaration

    The declaration is to be digitally signed by any of the following:
    – Director
    – Manager
    – CEO
    – CFO
    – Company Secretary
    The declaration must be certified by:
    – Chartered Accountant (in whole-time practice)
    – Company Secretary (in whole-time practice)
    – Cost Accountant (in whole-time practice)

  5. Check Form

    Click the Check Form button after, filling the e-Form.
    The system performs form level validation like checking if
    all mandatory fields are filled. The system displays the
    errors and provides you an opportunity to correct
    errors

  6. Pre-scrutiny of form

    After checking the e-Form, click the Prescrutiny
    button System performs some checks and displays
    errors, if any.

  7. Submit Form

    If there are no errors, a message is displayed “No errors found”.
    Then you can submit the form.

Attachments required to be furnished along with Form INC-22

No. Case Documents Required
1
Change within local limits of city, town or village

– Proof of Registered Office Address (Lease Deed/ Rent Agreement along with rent receipts)

– Copies of Utility Bills with the address of the premises (Not older than 2 months)

– Proof that the Company has authorization from the owner to use the address as the Registered Office (No Objection Certificate)

-A Copy of the Board Resolution passed to be
attached under “Optional Attachment”

2
Change outside local limits of city, town or village, within the same RoC and the same state

– A Copy of the resolution passed in Form MGT-14 under “Optional Attachment”

– SRN of Form MGT – 14

– All the attachments in 1

3 Change in RoC within the same state

– SRN of Form MGT – 14

– SRN of Form INC – 28

– Copy of the order of the competent authority

– Furnish details of Order of Regional Director

– All the attachments in 2

4 Change in state within the jurisdiction of the same RoC

– Copy of the altered MOA

– All the attachments in 3

5 Change in state outside the jurisdiction of the existing RoC All the attachments in 4

Fee for filing form INC-22

Following is fee structure based on share capital:

Share capital Fee Applicable
Less than INR 1,00,000 INR 200 per document
1,00,000 to 4,99,999 INR 300 per document
5,00,000 to 24,99,999 INR 400 per document
25,00,000 to 99,99,999 INR 500 per document
I,00,00,000 and above INR 600 per document

However, in case of company without share capital, fee applicable is INR 200.

Additional Fee for Late filing of INC 22

If company fails to file INC-22 within specified time limit then additional fee shall be applicable in following manner:

Periods of Delay Additional Fee
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees

FAQs

How do I change the registered office of a company?

To change the registered office from one state to another, the company needs to get the approval of the CG in form INC- 23. The documents to be attached along with the application in form 23 are mentioned below. A copy of the special resolution sanctioning the alteration by the members of the company.

How long does it take to change registered office address?

There is no charge to change your registered address, and it usually takes around two working days for your application form to be processed.

What is the difference between registered address and business address?

As the official address of your company, only statutory mail from government agencies is delivered to the registered office. A business address, on the other hand, is used as a contact point for all other kinds of correspondence from clients, suppliers and other third parties.

Got Questions? Ask Away!

  1. Hey @Nandana

    In order to rectify errors/ typos regarding address of registered office on MCA, a company must file e-Form INC-22 along with a Board Resolution.

    Hope this helps!