INC-22: Registered Office Change — When & How to File

When INC-22 is required

INC-22 is the e-form for notice of situation/change of registered office under Section 12 of the Companies Act, 2013. File INC-22 in these scenarios:

1. Initial notice — Within 30 days of incorporation if registered office address was not specified in SPICe+ (now rare with integrated incorporation)
2. Change within same city/town — Within 15 days of change
3. Change to different city, same RoC jurisdiction — Within 15 days, requires special resolution
4. Change to different RoC jurisdiction — More complex; requires Regional Director (RD) approval via INC-23, then INC-28, finally INC-22

Same-city change — Simplest process

1. Pass Board resolution approving the new address
2. Update Memorandum of Association (no change needed since MoA doesn't specify exact address — just state)
3. File INC-22 within 15 days with:
   • Board resolution
   • New address proof (rent agreement / sale deed)
   • NOC from owner of premises
   • Latest utility bill of new address (not older than 2 months)
4. Sign with DSC + CA/CS/CMA certification
5. Pay filing fee (₹200-600 based on capital)

Cross-state change — Multi-step process

Changing registered office from one state to another is complex:

1. Pass special resolution (75% majority) at general meeting
2. Newspaper advertisement (English + vernacular) at least 30 days before application
3. Notify creditors and debenture holders
4. File INC-23 with Regional Director (RD) for approval
5. Hearing before RD (60-90 days)
6. On approval, file INC-28 with RoC within 30 days
7. Finally, file INC-22 to register the new address

Timeline: 3-6 months. Costs: ₹15,000-50,000 including legal fees.

Documents required

• Board/member resolution approving the change
• New address proof — rent agreement (if rented), or property documents (if owned)
• NOC from owner (if rented)
• Utility bill — electricity, water or gas bill not older than 2 months
• Newspaper advertisement (for cross-state)
• List of creditors (for cross-state)
• Updated MoA (if state change)

Common mistakes

1. Old utility bill — Must be within 2 months. Use latest bill.
2. Generic NOC — NOC must specifically authorise use as registered office, mention company name, and be signed by the owner.
3. Forgetting GST update — After INC-22, update registered address on GSTIN (GST REG-14), bank, PAN, vendors, banking, customer invoices.
4. Updating MoA unnecessarily — MoA mentions only the state. For same-state changes, MoA amendment is NOT needed (saves time and fees).