Form INC-22 - Filing for Registered Office Change

An Overview of Form INC-22

If the firm intends to relocate its registered office, Form INC-22 is filed on the MCA website. The corporation must notify the Registrar of such a change within 15 days. The registered office of the company is the location where ROC or any other person can send letters or notices to the corporation. Every company or entity must have a registered office where all correspondence and notices can be received and acknowledged.

A company may not have such a facility immediately at the time of incorporation; consequently, section 12 allows a company to have a registered office within thirty days of its incorporation and will have it for the rest of its life. When transferring the registered office from one state to another, the company or LLP must publish an advertisement in the newspapers announcing the change, as well as notify the state government.

What exactly is e-Form INC-22?

The firm must provide the Registrar with verification of its registered office in e-Form INC-22 within thirty days of its incorporation & any changes in the registered office within fifteen days in the e-Form INC-22.

Sections 12 (2) and 12 (4) of the Companies Act, 2013 and Rules 25 and 27 of the Companies (Incorporation) Rules, 2014 mandate the filing of Form INC-22.

According to Sections 12 (2) and 12 (4) of the Companies Act, 2013, the company must provide verification of its registered office to the Registrar of Companies within thirty days of its incorporation in the prescribed manner & notice of any change in the situation of the registered office, verified in the prescribed manner, after the date of incorporation of the company must be given to the Registrar of Companies within 15 days of the change, who shall record the same.

Rule 25: Verification of the registered office-

• The verification of the registered office, along with the fee, must be filed in Form No. INC-22.
• Which must be included to the form, together with the accompanying Documents: 
•  

1. The registered Document granting title to the registered office premises in the name of the company;
2. A notarized copy of the lease or rent agreement in the company's name, as well as a copy of the most recent rent paid receipt;
3. Permission from the owner or authorised tenant of the premises, as well as proof of ownership or occupancy authority, for the firm to use the premises as its registered office.
4. Proof of evidence of any utility service such as telephone, gas or electricity that includes the address of the premises in the owner's name or Document that is no more than two months old.

According to Rule 27: Notice & verification of change of registered office situation- The notice of change of registered office situation and verification should be filed in Form No. INC-22 along with the fee and should be attached to said Form, the similar Documents & manner of verification as are prescribed for the verification of Registered office on incorporation as above in terms of sub-section (2) of section 12.

Notification of a change in the registered office

Within 15 days of a change of registered office, the firm must notify the ROC of any change in the circumstances of the registered office, as verified in the prescribed way in form INC-22. 

Details to be provided on form INC-22

The following details must be provided by the corporation while submitting INC-22:

• Existing and new businesses.
• CIN of the company (if it is already in existence).
• The reason for filling the form.
• Date of establishment or modification.
• Information about the new registered office.
• For communication, use the company's email address.
• The nature of ownership of the company's new registered office.
• The name of the new RoC.
• Full address of the police station whose jurisdiction the company's registered office is located.
• Particulars of the Utility Services Bill displaying the registered office address (not older than two months).
• SRN of MGT-14 (SRN of relevant MGT-14 is required if the aim of the form is not 'Change within local limits of city, town, or village'.)
• SRN of INC-28.

Steps to take in the event of a change in registered office

Case 1: Change inside the city, town, or village

• Obtain approval through a Board Resolution.
• Then, e-Form INC - 22 must be filed within 15 days of the resolution's passage.

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

• Obtain approval through a Board Resolution.
• Within 15 days of receiving the Board Resolution, pass a Special Resolution using Form MGT-14.

• Then, within 30 days after the Special Resolution's passage, file the e-Form INC - 22 application for a notification of change of registration office of the company.

Case 3: RoC change within the same state

• Pass the Board Resolution and Special Resolution, and then file Form MGT-14.
• Thereafter Fill out the e-Form INC - 23. E-Form INC - 23 is an application to the Regional Director to change the registered office of the company from one RoC within the same state to another.
• Obtain Regional Director approval, then file e-Form INC-28 within 60 days of the Regional Director passing the order. E-Form INC - 28 is used to provide notice of a court, tribunal, or other competent authority's order.
• After completing all of the preceding processes, submit e-Form INC -22.

Case 4: State change within the same RoC's jurisdiction

• Obtain approval for the change to the MOA.
• Adopt the Board Resolution and the Special Resolution, and Form MGT - 14 should be filed first, followed by e-Form INC - 23.
• File Form INC - 23 at least one month after serving notice on creditors and publishing notice of change of registered office in the press.
• Once the RD has been approved via E-Form INC - 23, e-Form INC - 28 must be filed within thirty days of the order being passed.
• After completing the preceding steps, e-Form INC -22 must be submitted.

Case 5: State change outside the existing RoC's authority

• Obtain approval for the change to the MOA.
• Pass a Board Resolution and a Special Resolution, and then file Form MGT - 14 and e-Form INC - 23.
• File Form INC - 23 at least one month after serving notice on creditors and publishing notice of change of registered office in the press.
• Once the RD has been approved via E-Form INC - 23, e-Form INC - 28 must be filed within thirty days of the order being passed.
• After completing the preceding steps, e-Form INC -22 must be submitted.

Form INC-22 Documents Required

Change inside city, town, or village limits 

• Proof of Registered Office Address (Lease Deed or Rent Agreement with rent receipts)
• Copies of utility bills indicating the premises' address (no older than 2 months)
• Evidence that the Company has permission from the owner to use the address as its Registered Office (No Objection Certificate).
• A copy of the Board Resolution to be provided as a "Optional Attachment"

Change outside the city, town, or village lines, within the same RoC and state.

• A copy of the resolution passed is included as a "Optional Attachment" in Form MGT-14.
• Form MGT SRN - 14.
• Each attachment in 1. 

RoC shift within the same state

• Form MGT SRN - 14.
• Form INC SRN - 28.
• A copy of the relevant authority's order.
• Provide Order of Regional Director information.
• All of the attachments in 2.

Change of state within the jurisdiction of the same RoC 

• Copy of the modified MOA.
• Every attachment in 3.

Change in state outside the existing RoC's authority

• All four attachments

Form INC-22 Filing Procedure

Enter the CIN

You must input a valid One Person Company (OPC) CIN and then click Pre-fill. You can find a CIN by entering an existing registration number or the name of the firm into the 'Find CIN' tool on the MCA website.

Particulars and Information Regarding the Notice of Change of Registered Office

• Enter the date when the address change became effective.
• Enter the new address's details (city, district, state, and zip code).
• The proposed/new RoC's office name must be entered.
• The entire address of the police station whose authority the new office falls under must be provided.

Attach the relevant paper works for the Registered Office.

The Documents that must be attached to the Registered Office vary from instance to case. The article below includes a list of Documents.

Documents Submission

The declaration must be digitally signed by one of the following individuals:

• Director
• Manager
• CEO
• CFO
• Chartered Accountant

The Documents must be verified by- 

• A Chartered Accountant (in full-time practise)
• Company Secretary (full-time employment).
• Cost accountant (full-time practise).

Checking Form

After that, fill out the e-Form by clicking the Check Form button. The system conducts form level validation, such as ensuring that all essential fields are completed. The system reveals the problems and gives you the option to remedy them.

Formal pre-scrutiny

After you've reviewed the e-Form, click the Prescrutiny button. The system does some checks and displays any errors.

Form Submission

If there are no mistakes, the message "No errors found" is displayed. The form can then be submitted.

Form INC-22 filing fee

The fee structure based on share capital is as follows:

Note: In the event of a company with no share capital, the price is INR 200.

Late filing of INC 22 incurs an additional fee

If a corporation fails to file the INC-22 within the given time limit, the following additional fees will apply: