How do I change a company's registered office in Form INC-22?
How Form INC-22 records a change of registered office under section 12 of the Companies Act, 2013, the 30-day clock, when a special resolution and Form MGT-14 are also required, and the Rs 1,000 a day penalty cap.
In this guide
Form INC-22 is the notice of situation or change of a company's registered office under section 12 of the Companies Act, 2013. File it with the Registrar within 30 days of the change. A move inside the same city needs only INC-22. A move outside those local limits needs a special resolution, Form MGT-14, then INC-22. Late filing costs Rs 1,000 a day, capped at Rs 1 lakh.
What does Form INC-22 record?
Form INC-22 is the notice of situation or change of situation of the registered office. The MCA form cites section 12(2) and 12(4) of the Companies Act, 2013 and Rules 25 and 27 of the Companies (Incorporation) Rules, 2014.
Section 12(1) requires a company, within 30 days of incorporation and at all times after that, to have a registered office capable of receiving and acknowledging communications. INC-22 is how that address, or a later change, is verified with the Registrar. It is not Form INC-22A ACTIVE.
When is Form INC-22 due?
Section 12(4) requires notice of every change of the situation of the registered office, verified in the prescribed manner, to be given to the Registrar within 30 days of the change. Section 12(2) uses the same 30-day clock for the first verification after incorporation, including the case where the address was not furnished in SPICe+ Part B.
Count from the date the office actually changed, not from the board meeting that approved it if those dates differ.
Do I need a special resolution too?
| Move | What section 12 requires |
|---|---|
| Inside the same city, town or village | Form INC-22 within 30 days |
| Outside those local limits, same Registrar | Special resolution under section 12(5), Form MGT-14, then INC-22 |
| One Registrar to another, same State | Regional Director confirmation on application, then the filings in section 12(6) |
The MCA change-of-company-information FAQ matches that split: same city is INC-22; outside local limits is MGT-14 then INC-22. Section 12(5) is the special-resolution gate. A board resolution alone does not move the office across that line.
What if we are changing State?
A shift of registered office from one State to another is an alteration of the memorandum under section 13, not only an INC-22 filing. Do not treat INC-22 as the whole process for a change of State.
What extra steps apply across ROC?
The proviso to section 12(5) says no company shall change the place of its registered office from the jurisdiction of one Registrar to another Registrar within the same State unless the Regional Director confirms the change on an application. Section 12(6) then gives the Regional Director 30 days to communicate confirmation, the company 60 days from that confirmation to file it with the Registrar, and the Registrar 30 days from that filing to certify registration. The certificate under section 12(7) is conclusive, and the change takes effect from its date.
What is the penalty for late INC-22?
Section 12(8) makes the company and every officer in default liable to a penalty of Rs 1,000 for every day during which the default continues, but not exceeding Rs 1 lakh. File on time. A late INC-22 does not stop the daily run until it is filed.
Section 12(9) is a separate risk. If the Registrar has reasonable cause to believe the company is not carrying on business, he may physically verify the registered office and, if sub-section (1) is not met, initiate strike-off under Chapter XVIII.
How do I confirm the INC-22 rules?
- Read section 12 for the 30-day notice, the special-resolution line, and the Rs 1,000 a day cap.
- Open the MCA Form INC-22 page and the change-of-company-information FAQ.
- Decide which column of the table you are in before you file. Same city, outside local limits, and across ROC are three different tracks.
Why do INC-22 filings get queried?
- Filing INC-22 for a move outside the city without the special resolution and MGT-14 that section 12(5) requires.
- Filing INC-22A ACTIVE when the job is an office change, or the other way around.
- Treating a shift between Registrars, or a change of State, as an INC-22-only filing.
- Counting 30 days from the board meeting instead of from the date the office actually moved.
Where are office-change rules notified?
Form versions and incorporation-rule tweaks move through MCA. Complied AI keeps MCA updates in one feed so you can open the source behind a change. When the 30-day clock itself is the question, read section 12 next to that update. For the separate ACTIVE filing, use the INC-22A guide.
Practical checks
Common questions
What is Form INC-22?
Form INC-22 is the notice of situation or change of situation of the registered office. The MCA form is filed pursuant to section 12(2) and 12(4) of the Companies Act, 2013 and Rules 25 and 27 of the Companies (Incorporation) Rules, 2014. It is also used to verify the registered office after incorporation where the address was not given in SPICe+ Part B.
How many days do I have to file INC-22 after changing the office?
Section 12(4) requires notice of every change of the situation of the registered office, verified in the prescribed manner, to be given to the Registrar within 30 days of the change. Section 12(2) uses the same 30-day clock for the first verification after incorporation.
We are moving to another building in the same city. Is INC-22 enough?
Yes, if the new address stays inside the local limits of the same city, town or village. The MCA change-of-company-information FAQ says intimation is filed in eForm INC-22. A special resolution under section 12(5) is not required for a move inside those local limits.
We are moving to another city in the same State. What else do I file?
Section 12(5) requires a special resolution to take the registered office outside the local limits of the city, town or village. The MCA FAQ then has you file Form MGT-14 and then Form INC-22. If the move also changes Registrar inside the same State, Regional Director confirmation is required before the change takes effect.
What is the penalty if INC-22 is late?
Section 12(8) makes the company and every officer in default liable to a penalty of Rs 1,000 for every day the default continues, but not exceeding Rs 1 lakh. That cap is on the continuing default under section 12, not a separate late fee schedule.
Can the Registrar visit the registered office?
Yes. Section 12(9) lets the Registrar, if he has reasonable cause to believe the company is not carrying on business or operations, cause a physical verification of the registered office. If sub-section (1) is not met, he may initiate removal of the name under Chapter XVIII, without prejudice to the section 12(8) penalty.
Is Form INC-22 the same as Form INC-22A?
No. INC-22 is the registered-office notice under section 12. INC-22A is ACTIVE, the company KYC filing under rule 25A for companies incorporated on or before 31 December 2017. See the separate guide on Form INC-22A. Mixing the two leaves the office change unrecorded.
Publication method
How this guide was prepared
This guide is published by the Complied AI research desk. Its source list and stated position were checked against the official records shown below on 8 September 2026.
Automation, including AI, may assist research, drafting and structure. It does not replace the official record or amount to an independent professional review. Read our editorial standards and corrections policy.
Verification path
Official sources used
Keep reading
Related guides
- How-to · MCAWhen must Form CHG-1 be filed after creating a charge?How a company registers a charge in Form CHG-1 under section 77 of the Companies Act, 2013, the 30-day clock, the extra 60 days the Registrar can allow, and why an unregistered charge is ignored in a winding up.
- How-to · MCAHow does a company apply to strike off its name in Form STK-2?How a company applies in Form STK-2 under section 248(2) of the Companies Act, 2013 to remove its name from the register, the Rs 10,000 fee, overdue AOC-4 and MGT-7 that must be filed first, and why a section 8 company cannot use this route.
- How-to · MCAWhich resolutions need Form MGT-14 within 30 days?Form MGT-14 is the ROC filing under section 117(1) of the Companies Act, 2013 for the resolutions and agreements listed in section 117(3). The clock is 30 days from passing or making, on the MCA V3 form.