MCA & ROC Compliance

Form INC-22: Registered Office Change — Timelines & Documents (2026)

Verified 31 July 2026. Plain-language guide — what to file, by when, and what a miss costs.

Form INC-22 is how the ROC learns where your company actually lives — filed within 30 days whenever the registered office is established or moved. How much process sits behind it depends entirely on how far the office moves: a shift within the same city needs a board resolution; an interstate move is a multi-form chain through the Regional Director.

The paperwork is unforgiving on details: a utility bill older than two months, a missing owner NOC, or a pin-code mismatch between documents are the routine rejection grounds. INC-22 also sits on MCA’s stricter late-fee list — repeat delays cost 3x to 18x instead of the usual multipliers.

The four cases and what each needs

MoveApprovals neededFilings
Within the same city, town or villageBoard resolutionINC-22 within 30 days
Outside local limits, same state and same ROCBoard + special resolutionMGT-14 first, then INC-22 within 30 days
Same state but a different ROC (Maharashtra and Tamil Nadu have two)Special resolution + Regional Director confirmation (INC-23)MGT-14 → INC-23 → RD order filed in INC-28 → INC-22
Another stateSpecial resolution altering the MOA + RD approval with newspaper ads (INC-26) and creditor noticeMGT-14 → INC-23 → INC-28 within 30 days of the order → INC-22; the new ROC issues a fresh certificate

At incorporation: if the office was declared with full proofs in SPICe+, no separate INC-22; if only a correspondence address was given, the office must be established and verified via INC-22 within 30 days of incorporation.

Documents that make or break the filing

  • Proof of the premises — conveyance, lease or rent agreement with recent rent receipts.
  • A utility bill (electricity, gas, water, telephone) not older than two months, in the name shown on the address proof.
  • NOC from the owner whenever the premises are not company-owned — including a director’s home.
  • Where applicable: the altered MOA, the MGT-14 and INC-28 SRNs, and a list of other companies sharing the address.
  • The V3 form additionally seeks the office’s longitude and latitude, and a photograph of the office — exterior and interior, with a signing director or KMP present in it.

Fees and penalties

Normal fee is the ₹200–₹600 slab. INC-22 is on the higher additional-fee list: a second delayed filing within 365 days escalates the multipliers to 3x, 6x, 9x, 15x and 18x. Beyond fees, section 12(8) provides a penalty of ₹1,000 per day of default on the company and every officer, capped at ₹1 lakh — and under section 12(9), an ROC that doubts the office is real can physically verify it and initiate strike-off.

How to file INC-22 on MCA V3

  • Pass the board resolution (and special resolution with MGT-14, or the INC-23 Regional Director route, where the move requires it).
  • Assemble the proofs — agreement, utility bill within two months, owner NOC.
  • Log in to MCA V3 → Company e-Filing → INC-22; enter the CIN, date of change, the full new address with police-station jurisdiction, and ownership status.
  • Attach the proofs and any MGT-14/INC-28 SRNs; affix the DSC of the director or KMP plus professional certification.
  • Submit, upload the DSC PDF within 15 days of the SRN, and pay. Then update PAN, GST, bank records and letterheads — the display duties under section 12(3) are the company’s own.

Verified against the Companies Act, 2013 / LLP Act, 2008, MCA rules and circulars as of 31 July 2026. Your exact position depends on your entity and any circulars MCA issues — we confirm it for you, and always recommend checking the official MCA portal. CapEasy is a private consultancy and is not affiliated with any government authority. This page is a guide, not legal advice.

Frequently asked

Form INC-22, answered plainly.

30 days from the change of registered office — or from incorporation, where the office was not declared with proofs in SPICe+.

Not older than two months on the filing date, and in the name matching the address proof.

Whenever the company does not own the premises — rented offices and director-owned homes both need it.

Yes — the Act has no bar, provided the owner NOC and utility bill are in order.

Only if the move crosses ROC jurisdictions — relevant in Maharashtra and Tamil Nadu, which have two ROCs. Otherwise a special resolution at most.

Section 12(8): ₹1,000 per day on the company and each defaulting officer, capped at ₹1 lakh — on top of escalated additional fees.

A special resolution altering the MOA, an INC-23 application to the RD with newspaper advertisements and creditor notice, the RD order filed in INC-28, and then INC-22 — after which the new ROC issues a fresh certificate.

No — INC-22A (ACTIVE) was a one-time 2019 KYC of the registered office. INC-22 is the ongoing event-based form.

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