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.

How this date is calculated (and why other sites say a day earlier)

The Companies Act sets this deadline as a number of days measured from an event — the AGM, the incorporation date, the board meeting. How those days are counted is not left to convention: section 9 of the General Clauses Act, 1897 governs it for every Central Act. Where a period runs from a day, that first day is excluded. Where it runs to a day, the last day is included.

So for a company holding its AGM on the statutory last date of 30 September 2026, the thirty days begin on 1 October, not on 30 September. Day 30 falls on 30 October 2026.

Many commercial compliance sites publish 29 October for the same fact. That comes from counting the AGM day itself as day one — inclusive counting, which section 9 rules out. It is a single day, and a single day is the difference between an on-time filing and ₹100 per day running from the first.

If your AGM is held earlier than 30 September, the deadline moves with it — thirty days from the day after your actual AGM. Our ROC due-date calculator does the arithmetic from your AGM date.

Primary sources

The dates and fees on this page are read off the statute and the MCA’s own published forms, not copied from other guides. You can check every one of them:

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 notifications or circulars issued since — 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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