What is Form INC-22 or Notice of Situation of Registered Office?

Every company registered in India must have a registered office. This office is the company's official address where the government can send letters, notices and other important communication. But what happens when a company starts its business, changes its office address or shifts its registered office? 

This is where Form INC-22 comes in to help the government maintain updated company address records and ensures people can contact companies for official communication.

Need help with Form INC-22 filing or changing your company's registered office? Connect with Startup Movers for assistance with company law compliances, documentation and MCA filings.

What Is Form INC-22?

Form INC-22 is an MCA form used by a company to inform the Registrar of Companies (ROC) about the situation of its registered office or a change in its registered office address. It is prescribed under Section 12(2) and Section 12(4) of the Companies Act, 2013, read with Rules 25 and 27 of the Companies (Incorporation) Rules, 2014.

In simple words, Form INC-22 tells the ROC where the company is officially located. It is used for initial registered office verification, where applicable, and for reporting a change in the registered office address.

When Is Form INC-22 Required?

A company generally needs to file Form INC-22 in the following situations:

• After incorporation: A company must have a registered office within 30 days of incorporation and file verification of its registered office with the ROC within the prescribed period.
• When the registered office changes: If a company shifts its registered office to a new address after incorporation, it must inform the ROC by filing Form INC-22.
• When the company changes its registered office location: Whether the company shifts its office within the same city or to another city, the change must be reported through the prescribed process.

Important: Form INC-22 is not the only approval required for every type of office shift. Depending on where the company is moving, it may also need a board resolution, a special resolution or approval from the Regional Director.

What Is the Due Date for Filing Form INC-22?

The due date for filing Form INC-22 depends on whether the company is reporting its registered office for the first time or changing an existing address.

Example: If a company changes its registered office on 10 November 2026, it must file Form INC-22 within 15 days of the change.

Documents Required for Form INC-22

The documents required for Form INC-22 depend on whether the company owns the property, uses rented premises or operates from a property belonging to someone else.

• If the company owns the property: Registered ownership proof, such as a title deed, is required.
• If the company uses rented premises: A notarised lease or rent agreement in the company's name, along with a rent receipt not older than one month, is required.
• If the property belongs to a director or another person: Authorisation from the owner or authorised occupant, along with proof of ownership or occupancy, is required.
• Utility bill: A recent electricity, telephone, gas or other utility bill showing the registered office address is required. It must not be older than two months.

Additional documents may be required depending on the type of office shift:

• Board resolution approving the change of registered office.
• Special resolution passed by the shareholders, wherever required.
• Form MGT-14 filing details, wherever applicable.
• Approval order of the Regional Director or other competent authority, wherever required.
• Altered Memorandum of Association (MOA), where the shift involves a change of state.

Form INC-22 Requirements for Different Types of Registered Office Changes

A company cannot shift its registered office anywhere without following the required approval process. The approval depends on the location of the new office.

1. Change Within the Same City, Town or Village

If a company shifts its registered office within the local limits of the same city, town or village, it generally needs a Board Resolution approving the change.

After approving the change, the company must file Form INC-22 with the ROC within 30 days.

2. Change Outside the Local Limits but Within the Same ROC and State

If a company shifts its registered office outside the local limits of its existing city, town or village but remains within the same ROC jurisdiction and state, it needs a Special Resolution passed by its shareholders.

The company must also file Form MGT-14 for the special resolution, wherever applicable, and Form INC-22 to report the new address.

3. Change From One ROC to Another Within the Same State

If a company shifts its registered office from the jurisdiction of one ROC to another ROC within the same state, it needs:

• A Board Resolution.
• A Special Resolution passed by shareholders.
• Approval from the Regional Director through Form INC-23.
• Filing of the Regional Director's approval order in Form INC-28.
• Form INC-22 to report the new registered office address.

4. Change From One State to Another State

If a company wants to shift its registered office from one state to another, it must follow Section 13(4) of the Companies Act, 2013, and Rule 30 of the Companies (Incorporation) Rules, 2014.

The company generally needs:

• A Board Resolution.
• A Special Resolution approving the alteration of the MOA.
• Approval from the Regional Director through Form INC-23.
• Filing of the approval order through Form INC-28.
• Form INC-22 to report the new registered office address after completing the required approval process.

The company must also follow the prescribed requirements relating to creditors, debenture holders, notices and other applicable formalities.

Important: Form INC-22 does not replace Form INC-23 or other approvals. It is the notice used to report the registered office address after following the applicable approval process.

How to File Form INC-22 on the MCA Portal?

Form INC-22 is filed online through the Ministry of Corporate Affairs (MCA) portal. Here is the step-by-step process:

• Visit the MCA portal: Open the official MCA website
• Log in: Sign in using the company's authorised MCA user account.
• Find Form INC-22: Navigate to the company forms section and select Form INC-22.
• Enter company details: Provide the Corporate Identity Number (CIN) and other required company information.
• Enter the registered office address: Fill in the complete address, including the building name, street, city, district, state and PIN code.
• Select the purpose of filing: Choose whether the form is being filed for a new company or an existing company changing its registered office.
• Provide supporting details: Enter the required information about the registered office, its ownership and the relevant utility bill.
• Attach documents: Upload the required address proof, utility bill, owner's authorisation and other applicable documents.
• Apply Digital Signature Certificate (DSC): The authorised director or other eligible signatory must digitally sign the form. The required professional certification must also be completed, wherever applicable.
• Submit the form and pay the fees: Complete the filing by submitting the form and paying the applicable MCA fees.

After successful submission, the MCA portal generates a Service Request Number (SRN), which can be used to track the filing.

The ROC examines the form and its attachments. If the filing is accepted, the registered office details are updated in the company's official records. If there are errors or missing documents, the company may need to take corrective action.

Fees for Filing Form INC-22

The government filing fee for Form INC-22 depends on the company's type and applicable fee category.

The total filing cost may include:

• Normal filing fee: The basic government fee payable for filing the form.
• Additional filing fee: An extra fee payable if the company files the form after the prescribed due date.
• Professional fees: Fees charged by a Chartered Accountant (CA), Company Secretary (CS) or other professional for preparing documents and assisting with the filing, if the company takes professional assistance.

The applicable government fee should be checked using the latest MCA fee schedule before submitting the form, as fee rules and additional fee provisions may change.

Penalty for Not Filing Form INC-22

Under Section 12(8) of the Companies Act, 2013, if a company fails to comply with the registered office requirements, the company and every officer in default are liable to a penalty of ₹1,000 for every day the default continues, subject to a maximum of ₹1 lakh.

Conclusion

Form INC-22 is an important MCA filing through which a company informs the ROC about its registered office address or a change in that address. Every company must maintain a registered office and complete the required verification and filing within the prescribed time.

Whether a company is establishing its first registered office or shifting to a new location, it must follow the correct approval process, keep the necessary documents ready and file Form INC-22 on time.

Need help with Form INC-22 filing or changing your company's registered office? Connect with Startup Movers for assistance with company law compliances, documentation and MCA filings.