Change in Registered Office of a Company

Form INC-22 is an MCA e-form that a company files with the ROC to verify its registered office or notify a change in its registered office address. It helps keep the company’s registered office details updated in MCA records.

• Who files it: The company files Form INC-22 through its authorized signatory, with the required digital signatures and professional certification where applicable.
• When it applies: A company uses Form INC-22 to verify its registered office after incorporation and to notify the ROC of a subsequent change in its registered office.
• How to file: The company can access and download Form INC-22 on the MCA V3 portal, then file it online with the prescribed proof of the registered office and other applicable documents attached. The supporting documents depend on the type of change and the company's circumstances.

A company may change its registered office address when its current location no longer suits its business, operational, financial, or compliance requirements. Common reasons include:

• Business Expansion: A growing company may move to larger premises or a location closer to its customers, employees, suppliers, or business operations.
• Lower Office Costs: A company may shift to a location with lower rent, maintenance, or other occupancy costs to manage its overheads more effectively.
• Better Business Location: A company may choose a location with better connectivity, access to business hubs, or proximity to key stakeholders.
• Change in Business Operations: A company may relocate its registered office when it changes its operating model, consolidates locations, or moves its administrative functions to another premises.
• Change in ROC Jurisdiction: A company may need to change its registered office when it moves to an area covered by another Registrar of Companies (ROC). The approval and filing requirements then depend on the new jurisdiction.
• State-Level Relocation: A company may shift its registered office to another state to align its legal address with its long-term business structure or operational presence. Such a change involves additional statutory approvals and alteration of the Memorandum of Association.

Section 12 of the Companies Act, 2013, sets out the requirements for maintaining and changing a company's registered office. The procedure depends on the location of the new office and whether the move remains within the local limits of the existing city, town, or village, the same ROC jurisdiction, another ROC jurisdiction, or another state.

Here are some scenarios:

Additional Requirements for an Inter-State Shift

A company moving its registered office from one state to another must meet additional requirements under Rule 30 of the Companies (Incorporation) Rules, 2014. These include:

• Newspaper Advertisement: Publish Form INC-26 in one English newspaper and one vernacular newspaper circulating in the district of the existing registered office. The advertisement must be published not more than 30 days before filing the application.
• List of Creditors and Debenture Holders: Submit the prescribed list of creditors and debenture holders along with the required declarations.
• Notice to Authorities: Serve notice of the application on the Registrar, Regional Director, Chief Secretary of the state, and other prescribed authorities.
• Fresh Certificate of Incorporation: After the approved inter-state shift is registered, the Registrar of the new state issues a fresh Certificate of Incorporation reflecting the alteration in the registered office. The Companies Act provides that the Registrar must register the confirmation and certify the registration within 30 days of filing the confirmation.

For a change in the registered office address, the company must file Form INC-22 with the ROC within 15 days of the change.A move within the same local limits generally involves fewer steps, while a move to another ROC jurisdiction or state requires additional approvals, documents, and filings.

INC-22 Due Date

A company must file Form INC-22 within 15 days of changing its registered office, as required under Section 12(4) of the Companies Act, 2013.

INC-22 Late Fees

If the company files Form INC-22 after the 15-day deadline, MCA additional fees apply based on the period of delay. For forms covered by the general additional-fee table, the additional fee increases from 2 times the normal filing fee for delays of up to 30 days to 12 times the normal filing fee for delays beyond 180 days. Certain repeated late filings of INC-22 may also attract higher additional fees under the applicable rules.

Continued non-compliance with Section 12 can also attract a penalty of ₹1,000 for each day the default continues, subject to a maximum of ₹1 lakh for the company and every officer in default.

The documents required depend on the type of registered office and the approval process involved for the change. For a standard change, keep the following documents ready:

• Proof of New Registered Office Address: A recent utility bill for electricity, telephone, or gas, not older than two months.
• Proof of Occupancy: Ownership proof or a registered rent or lease agreement for the new premises, along with the owner's No Objection Certificate (NOC) where applicable.
• Board Resolution: A certified copy of the Board resolution approving the change of registered office.
• Special Resolution and MGT-14: Required when the company shifts outside the local limits of its existing city, town, or village.
• Additional Documents for Inter-ROC or Inter-State Shifts: These may include Form INC-23, Form INC-28, Form INC-26 newspaper advertisement, the prescribed list of creditors and debenture holders, and required declarations, depending on the type of shift.

Need a registered office address? Our Virtual Office service provides a business address along with the utility bill and NOC required for the applicable registered office filing.

The following sample resolutions can help companies prepare the required corporate approvals for a registered office change. Adapt each resolution to the company's facts, Articles of Association, new address, and applicable filing requirements before use.

Board Resolution for Shift Within Local Limits

“RESOLVED THAT the registered office of the Company be shifted from [existing address] to [new address] with effect from [effective date].

RESOLVED FURTHER THAT[Name of Director], Director of the Company, be and is hereby authorized to complete the necessary filings and submit Form INC-22 with the Registrar of Companies, and to do all acts and things necessary to give effect to this resolution.”

Special Resolution for Shift Outside Local Limits Within the Same ROC

“RESOLVED THAT pursuant to Section 12 and other applicable provisions of the Companies Act, 2013, the registered office of the Company be shifted from [existing address] to [new address] with effect from [effective date].

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to complete the necessary statutory filings, including Form MGT-14 and Form INC-22, and to take all necessary actions to give effect to this resolution.”

Address-Change Intimation Letter for Banks, GST and Other Authorities

Subject: Intimation of Change in Registered Office Address

Dear Sir/Madam,

We hereby inform you that the registered office of [Company Name], bearing CIN [CIN], has been changed from [old address] to [new address] with effect from [effective date].

We request you to update the registered office address in your records and future correspondence.

Company Name: [Company Name]

CIN: [CIN]

Old Registered Office: [Old Address]

New Registered Office: [New Address]

Effective Date: [Date]

For any further information or documentation, please contact [authorized person's name/contact details].

For [Company Name]

[Name of Authorized Signatory]

Designation

After the registered office change is completed through the applicable INC-22 or INC-23 process, the company should update its records, documents, and registrations with the new address.

• Update Company Stationery: Update the registered office address on letterheads, invoices, official documents, notices, and the company website.
• Maintain Statutory Records: Ensure statutory registers and corporate records are maintained at the registered office or another location permitted under the Companies Act, 2013.
• Update Other Registrations: Notify the GST, Income Tax Department, banks, provident fund (PF), Employees' State Insurance (ESI), and other applicable authorities or registrations about the address change.
• Display the New Address: Paint or affix the company's name and registered office address outside the registered office and other places where the company carries on business, as required under Section 12.
• Update Bank Records: Inform the company's bank and update the registered office address in the relevant account and corporate records.

You can track the status of your registered office change filing through the MCA portal using the Track Transaction Status service.

Step 1: Open the MCA Portal: Visit the official MCA website and log in to your MCA account.

Step 2: Open Track Transaction Status: From the MCA homepage, go to MCA Services and select Track Transaction Status. The service is also available as a frequently used service on the MCA homepage.

Step 3: Enter the SRN: Enter the Service Request Number (SRN) generated when you filed the registered office change form. The MCA's tracking guidance uses the SRN to track the status of an e-form transaction.

Step 4: Submit the Request: Enter the required details, including the captcha if displayed, and submit the request to view the transaction status.

Step 5: Check the Application Status: The portal will display the current status of your filing. You may see statuses such as Pending, Approved, Rejected, or Query Raised, although other status options may appear depending on the stage and type of transaction.

Step 6: Take the Required Action: If the filing is approved, complete the applicable post-approval compliances. If the status shows a query, rejection, or resubmission requirement, review the MCA remarks and provide the required clarification, documents, or corrections.

Is a New Certificate Issued for Registered Office Change?

A separate certificate is not issued for every registered office change. For local changes, the ROC records the change through the applicable filing. For shifts between ROC jurisdictions or states, the applicable Regional Director approval and subsequent ROC filings determine when the change takes effect. For an inter-state shift, the Registrar of the new state issues a fresh Certificate of Incorporation.

A company must keep its statutory registers and corporate records properly maintained and available for inspection as required under the Companies Act, 2013. These records are generally kept at the registered office, subject to the conditions that allow a company to maintain certain registers at another permitted location.

Some important statutory records include:

The company should also maintain its minutes of Board meetings and general meetings, financial statements, and other records prescribed under the Companies Act and applicable rules. The exact retention period and inspection requirements depend on the particular record and the applicable provision.

An LLP follows a different process from a company when changing its registered office. Form 15 is the prescribed MCA form for notifying the Registrar of the change under Section 13 of the Limited Liability Partnership Act, 2008.

Before filing Form 15, the partners must approve the change through a decision, resolution, or consent in accordance with the LLP Agreement. The LLP must also attach proof of the new registered office address and a copy of the partners' decision, resolution, consent, or the relevant provisions of the LLP Agreement. The form must be digitally signed by a designated partner and certified by a practicing professional.

For a change from one state to another, the LLP must also attach the required public notice and consent of secured creditors. The applicable procedure may also involve a change in the Registrar's jurisdiction.

Note: Form INC-22 applies to companies, not LLPs. An LLP uses Form 15 for a change in its registered office.