Form INC-22: Complete Guide to Notice of Situation or Change of Situation of Registered Office
Form INC-22 is the web form filed with the Registrar of Companies (RoC) to give notice of the situation, or change of situation, of a company’s registered office. It is governed by Sections 12(2) and 12(4) of the Companies Act, 2013 read with Rules 25 and 27 of the Companies (Incorporation) Rules, 2014.
Note: INC-22 is also used to verify the registered office address where it was not furnished at the time of incorporation (SPICe+ Part B) — this must be done within 30 days of incorporation.
Who Should File INC-22 / When is it Filed
- Verification of registered office post incorporation, where the address was not provided in SPICe+ Part B (within 30 days of incorporation)
- Change of registered office within the local limits of the same city/town/village
- Change in RoC within the same state, or change of state (outside the jurisdiction of the existing RoC)
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal, and the company must have a valid CIN
- Business user must be associated with the company, or authorised to e-file on its behalf
- DSC of the signatory must be valid, registered on the MCA portal against the DIN/PAN/Membership number provided
- For resubmission: application (with linked forms, if any) must be in Application History, and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
- The company must not be flagged for filing INC-22A [ACTIVE] — except when INC-22 itself is filed for “Verification of Registered office post incorporation”
- No other INC-22 should be pending against the CIN
- On approval of a change in state/RoC, a new CIN is generated; no further webform can be filed against the new CIN while a shifting-of-office INC-22 is still pending
- No prosecution/inquiry/inspection/investigation should be pending against the company for change of state or RoC filings
Step-by-Step Filing Process
Option 1: Via MCA Services Menu
- Access MCA homepage and log in with valid credentials
- Select MCA Services → E-Filing → Company Forms Download
- Navigate to the header “Reporting / Change of Registered Office Address”
- Access “Notice of situation or change of situation of registered office (INC-22)”
- Enter Company Information (CIN auto-populated for company users; searchable for professionals; dropdown for other business users)
- Fill up the application
- Optionally save as draft (enabled once CIN is entered)
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees (within 15 days of SRN generation for upload, and 7 days of upload for payment, or due date + 2 days, whichever is earlier)
- Receive acknowledgement
Option 2: Via MCA Search Bar
Search “INC-22” on the MCA homepage and proceed from Company Information entry onward.
Field-Level Instructions
Field 2: Purpose of Filing the Form
Selecting ‘Change in RoC within the same state’ or ‘Change in state outside the jurisdiction of existing RoC’ enables and requires the “New RoC Name” field, which must differ from the existing RoC.
Declaration Field
Where the purpose is ‘Verification of registered office post incorporation of company’, the declaration must be signed by a person named in the Articles as authorised, and the date entered must be ≥ date of incorporation and ≤ system date.
Mandatory Attachments
| Attachment | Mandatory? |
|---|---|
| Proof of registered office address (conveyance/lease deed/rent agreement, with standard NOC if leased/rented) | Mandatory |
| Copies of utility bills (not older than 2 months) | Mandatory |
| Photograph of the registered office (external building and interior, showing a Director/KMP who has affixed DSC) | Mandatory |
| Optional attachments (up to 5) | Optional |
- Format: PDF or JPG; each attachment up to 2 MB
Signing Requirements
- Digitally signed by a Director / Manager / Company Secretary
- Certificate by Practicing Professional is optional in certain cases; where obtained, the CA/CS/CMA (whole-time practice) must provide membership/certificate of practice number
Fee Structure
Normal Fee — Companies with Share Capital
| Nominal Share Capital (INR) | Fee (INR) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 to 4,99,999 | 300 |
| 5,00,000 to 24,99,999 | 400 |
| 25,00,000 to 99,99,999 | 500 |
| 1,00,00,000 or more | 600 |
Companies without share capital: ₹200
Additional (Delay) Fee
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
For an IFSC company, additional fee applies only after 60 days of the change; the due date for delay computation is still Event Date + 29 days.
Processing Mode
Form INC-22 is processed in Non-STP mode — every filing is reviewed manually by the Registrar.
On approval of a change in State or RoC jurisdiction, a system-generated Certificate of Shifting of Registered Office is issued and emailed to the user.
Useful Links
Frequently Asked Questions (FAQs)
Q1. When must INC-22 be filed if the registered office was not disclosed at incorporation? Within 30 days of incorporation, as “Verification of registered office post incorporation.”
Q2. Does a change of registered office ever change the company’s CIN? Yes — where the change is to a different RoC (same state or a different state), a new CIN is generated on approval.
Q3. Is INC-22 processed automatically (STP)? No, it is always Non-STP and manually reviewed by the RoC.
Q4. What documents are compulsory for INC-22? Proof of the registered office address, recent utility bills (under 2 months old), and a photograph of the office showing a director/KMP who has digitally signed the form.
Q5. Can INC-22 be filed if the company is flagged for INC-22A (ACTIVE)? Generally no, unless the INC-22 filing itself is for verification of the registered office post-incorporation.
Q6. What happens on approval of a change in RoC jurisdiction? A system-generated Certificate of Shifting of Registered Office is issued and emailed to the applicant.
Disclaimer
This article is based on the official Instruction Kit published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA helpkit and resources available on MCA website.