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Compliance Pack

Change of registered office, INC-22

  • If your company moves its registered office, the ROC must be told in INC-22 within 30 days.
  • Deadline: INC-22 within 30 days of the change
  • Done in 3 working days after documents
  • Prepared by your Savvy, checked by a CA
  1. New address with PIN
  2. Is the new address inside the same city
  3. Board meeting
  4. INC-22 SRN and challan
The law and the stepsPay and start · ₹2,999One time, + 18% GST

Answer in brief

If your company moves its registered office, the ROC must be told in INC-22 within 30 days. Within the same city a board resolution is enough; we draft it, check the address papers and file. Moving outside the city, to another ROC or another state needs more approvals, which we scope first.

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From the official sources

What the law says, and what trips people up

From the official portal's manuals and FAQs, with the source for each point.

The law

  • Companies Act 2013, Sec 12(4)

    Notice of every change of registered office, verified as prescribed, to be given to the Registrar within 30 days of the change (15 days was replaced by 30 days w.e.f. 27 July 2018)Source

  • Companies Act 2013, Sec 12(5)

    Shift outside the local limits of the city, town or village needs a special resolution; shift to another ROC's jurisdiction in the same state needs Regional Director confirmationSource

  • Companies (Incorporation) Rules 2014, Rule 27

    Notice of change and its verification filed in Form INC-22 with fee, with the same documents as office verification at incorporationSource

  • Companies (Incorporation) Rules 2014, Rule 28

    Shift within the state to another ROC: application in INC-23 to the Regional Director, decided within 15 days of a complete application; order filed in INC-28 within 30 daysSource

  • Companies (Incorporation) Rules 2014, Rule 30

    Shift to another state: INC-23 to the Central Government with special resolution, creditor list, newspaper advertisement in INC-26 and notices to creditorsSource

  • Companies Act 2013, Sec 117

    Special resolutions to be filed with the Registrar in MGT-14 within 30 daysSource

  • Companies Act 2013, Sec 12(8)

    Default: company and every officer in default liable to ₹1,000 a day, up to ₹1 lakhSource

  • Government fee

    Normal filing fee by nominal (authorised) share capital under the Companies (Registration Offices and Fees) Rules 2014: below ₹1,00,000: ₹200; ₹1,00,000 to below ₹5,00,000: ₹300; ₹5,00,000 to below ₹25,00,000: ₹400; ₹25,00,000 to below ₹1 crore: ₹500; ₹1 crore or more: ₹600. Source: https://vasai.icai.org/resources/Utilities/Penalty_for_Late_Filing_in_ROC/Penalty_for_Late_Filing_in_ROC.aspx

  • Late fee or penalty

    Additional fee as a multiple of the normal fee (Companies (Registration Offices and Fees) Amendment Rules 2022, from 1 July 2022): up to 30 days: 2 times; more than 30 to 60 days: 4 times; more than 60 to 90 days: 6 times; more than 90 to 180 days: 10 times; beyond 180 days: 12 times. Source: https://ca2013.com/wp-content/uploads/2022/01/Companies-Fees-Rules-2022.pdf Higher additional fee (3x, 6x, 9x, 15x, 18x by the same bands) applies if INC-22 is filed late on two or more occasions within 365 days. Source: https://ca2013.com/wp-content/uploads/2022/01/Companies-Fees-Rules-2022.pdf Penalty under Sec 12(8): ₹1,000 a day up to ₹1 lakh. Source: https://lawx.in/acts/section/24/303/2857

On the portal

  1. Login to MCA V3 (https://www.mca.gov.in) with the business user ID of the signing director or professional
  2. Check that the signatory's DSC is registered on V3 against the DIN or PAN or membership number used in the form
  3. Open e-form INC-22 from the company e-filing forms list and enter CIN
  4. Select purpose: change of registered office, and the type of shift (within local limits, outside local limits same ROC, different ROC, different state)
  5. Enter new address, ownership or rent details, and SRNs of MGT-14 and INC-28 where the shift type needs them
  6. Fill the web form; company data is prefilled from master data, so check it against records before moving on
  7. Upload attachments as PDF (2 MB per file, 10 MB total for most forms)
  8. Affix DSC of the company signatory and, where the form needs it, the certifying professional
  9. Submit, pay the fee shown (normal plus any additional fee) and note the SRN
  10. Track the SRN on the application dashboard; download challan and approval when issued

What trips people up

  • Utility bill older than 2 months

    Use a bill issued within the last 2 monthsSource

  • Filing INC-22 before MGT-14 or INC-28 for shifts that need them

    File INC-22 last, quoting the earlier SRNsSource

  • Registered office not updated in master data after INC-22 approval

    Raise a service complaint; refiling does not fix master dataSource

  • Company flagged for INC-22 cannot file AOC-4

    Clear the INC-22 flag by filing INC-22 firstSource

  • DSC not registered or not associated with the DIN on V3

    Register the DSC on the signatory's V3 business user profile with the right role and DIN before signing; remove any old V2 association that blocks itSource

People ask

Is it 15 days or 30 days to file INC-22?

30 days. The Act said 15 days until it was amended with effect from 27 July 2018. Some older articles still say 15.Source

Do I need shareholder approval to move within the same city?

No. A board resolution is enough within the local limits of the same city, town or village.Source

What if we move to another ROC in the same state?

You need a special resolution, Regional Director approval in INC-23, then INC-28 and INC-22.Source

What is the penalty for not reporting the change?

₹1,000 a day up to ₹1 lakh on the company and each officer in default, plus the additional filing fee.Source

Can the ROC check our office physically?

Yes. Under Sec 12(9) the Registrar can physically verify the office and may start strike-off if it is not found.Source

IDFD

How we solve it: 4 steps

Every line tracked live.

Step 1 of 4 · What we need from you

Tap each one you already have

Ready0 / 8
  • New address with PIN
  • Rent or lease agreement, or title deed
  • Recent rent receiptOptional
  • Utility bill, not over 2 months
  • NOC from owner
  • Board resolution copy
  • Special resolution and EGM papersOptional
  • Other companies at same addressOptional

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One time. Delivered in 3 working days after documents. Due: INC-22 within 30 days of the change

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