INC-22 Filing: How to Change the Registered Office of a Company ?
INC-22 Filing: How to Change the Registered Office of a Company ?

INC-22 Filing: How to Change the Registered Office of a Company ?

A company can move to a new office in the same city, shift across a state, or even move under another ROC jurisdiction—but the legal process is not the same in every case.

Changing a company's registered office is more than updating the address on Google, invoices or the website.

Under Section 12 of the Companies Act, 2013, every company must maintain a registered office capable of receiving and acknowledging communications and notices. A change in the situation of the registered office must be notified to the Registrar in the prescribed manner.

The principal MCA form used for notice of the situation or change of address of the registered office is INC-22.

However, the exact compliance procedure depends on where the company is moving from and where it is moving to.

A shift within the same city may involve a relatively straightforward process, while moving from one city to another, from one ROC jurisdiction to another, or from one state to another can require additional corporate approvals.

For companies operating in Delhi, Noida, Gurugram, Ghaziabad, Faridabad and other parts of India, understanding this distinction before signing a new lease or shifting operations can prevent avoidable ROC compliance issues.

What Is INC-22?

INC-22 is the MCA form used for verification of the registered office and for notifying the Registrar about a change in the situation of a company's registered office.

The MCA Instruction Kit states that INC-22 is filed pursuant to Section 12(2) and Section 12(4) of the Companies Act, 2013, along with Rules 25 and 27 of the Companies (Incorporation) Rules, 2014.

Section 12(4) provides that notice of every change in the situation of the registered office, verified in the prescribed manner, must be given to the Registrar within 15 days of the change.

Therefore, when a company moves its registered office, it should not simply update the address internally.

The MCA records must also be updated.

What Is a Registered Office?

A registered office is the official address of the company for receiving:

  • Government notices

  • MCA communications

  • Legal notices

  • Statutory correspondence

  • Other official communications

Section 12 requires a company to have a registered office capable of receiving and acknowledging communications and notices addressed to it.

This is why the registered office is different from:

  • Branch office

  • Corporate office

  • Sales office

  • Warehouse

  • Factory

  • Project office

  • Virtual office used only for commercial purposes

A company may have several business locations but generally has one registered office at a particular point in time.

When Is INC-22 Required?

INC-22 can become relevant in situations such as:

  • Verification of the registered office after incorporation

  • Change of registered office within the same city

  • Change from one city to another

  • Change involving a different ROC jurisdiction

  • Change of registered-office address requiring statutory notification

The exact process depends on the nature of the move.

The MCA Instruction Kit specifically covers both initial verification and subsequent changes.

INC-22 After Incorporation

Section 12(2) requires a company to furnish verification of its registered office to the Registrar within 30 days of incorporation.

This is different from the 15-day period applicable to a subsequent change.

Therefore, companies should distinguish between:

Initial registered-office verification → 30 days from incorporation

and

Subsequent change in registered office → 15 days from the change

The exact filing route can depend on what information was already furnished during incorporation.

Change of Registered Office Within the Same City

This is generally the simpler category.

For example, suppose a company currently has its registered office at:

Connaught Place, New Delhi

and moves to:

Nehru Place, New Delhi

If the move remains within the same applicable local limits, the company should follow the prescribed internal approval and INC-22 filing process.

The company should still ensure that:

  • The new premises are legally available

  • The company can receive official communications there

  • Required documents are available

  • The address is correctly entered in MCA records

  • The prescribed filing is completed within the applicable period

A move within the same city should not be treated as an informal address change.

Change From One City to Another

Suppose a company moves from:

Saket, Delhi

to:

Noida, Uttar Pradesh

This is more significant than simply changing an office number.

The company has crossed state boundaries, so additional corporate and regulatory considerations can arise.

The company should determine the applicable approval process before filing the address change.

This is particularly important because a registered-office change from one state to another can involve alteration of the Memorandum and approval by the appropriate authority under the Companies Act framework.

Change Within the Same State but Different City

Consider a company moving from:

Gurugram

to:

Faridabad

Both locations are in Haryana, but the move may affect the applicable ROC jurisdiction and local statutory requirements.

The company should therefore identify:

  • Existing ROC jurisdiction

  • New ROC jurisdiction

  • Local limits

  • Required approvals

  • INC-22 filing requirements

A company should not assume that "same state" automatically means "same ROC."

Why ROC Jurisdiction Matters

The Registrar of Companies is responsible for maintaining company records for companies falling within its jurisdiction.

A registered-office change can therefore affect which ROC has jurisdiction over the company.

This becomes especially relevant when the registered office is moved across jurisdictions.

Section 12 specifically provides that where a company changes its registered office from the jurisdiction of one Registrar to another Registrar within the same State, the change requires confirmation by the Regional Director on an application made in the prescribed manner.

This is an important distinction from a simple address change within the same ROC jurisdiction.

Registered Office Change Within the Same ROC

Where the company's new address remains within the same ROC jurisdiction, the procedure is generally more straightforward.

The company should typically:

  • Approve the change through the appropriate corporate process

  • Obtain proof for the new premises

  • Prepare INC-22

  • Attach the prescribed documents

  • Complete the required verification/certification

  • File with MCA

  • Preserve the SRN and approval

The exact corporate approval required should be checked based on the company's Articles and the applicable provisions.

Moving From One ROC to Another Within the Same State

This situation requires additional attention.

For example, assume a company changes its registered office from one ROC jurisdiction in Uttar Pradesh to another ROC jurisdiction within Uttar Pradesh.

Section 12(5) and Section 12(6) provide a specific framework involving confirmation by the Regional Director.

The company should therefore not treat the move as an ordinary INC-22 address update.

A separate application/approval process may be required before the final registered-office change can take effect.

Moving From One State to Another

A state-to-state move is more complex.

For example:

Delhi → Haryana

or

Uttar Pradesh → Delhi

or

Maharashtra → Karnataka

may require additional statutory steps beyond simply filing INC-22.

Section 12 contains provisions concerning change of registered office outside the local limits and changes involving another Registrar jurisdiction.

The company should review:

  • Board approval

  • Shareholder approval

  • Alteration of constitutional documents where required

  • Regional Director process where applicable

  • MCA forms

  • New registered-office verification

  • Tax registrations

  • GST implications

  • Bank records

  • Licences

  • Employment registrations

  • Other state-specific registrations

The company should ideally plan the entire move before physically shifting.

Registered Office Change vs Branch Office Change

This distinction is important.

Suppose a company has:

Registered office: Delhi

Branch office: Gurugram

If the Gurugram branch moves to another building, that does not automatically mean the company's registered office has changed.

INC-22 concerns the registered office, not every business location operated by the company.

The company should therefore identify exactly which address is recorded as the registered office with MCA.

Registered Office Change vs Corporate Office Change

A company may maintain a corporate office in a different city.

For example:

Registered office: Delhi

Corporate office: Gurugram

The company may move its corporate office while retaining its registered office in Delhi.

In that situation, the company should not file INC-22 merely because the corporate office has moved.

The relevant question is:

Has the company's registered office itself changed?

Documents Required for INC-22

The MCA Instruction Kit states that verification of the registered office is accompanied by prescribed documents. Rule 25 provides for documents such as evidence of title in the company's name or other prescribed occupancy/address evidence.

Depending on the circumstances, the company may need documents such as:

  • Ownership document

  • Registered lease/rent agreement

  • Rent agreement

  • Utility bill

  • NOC from owner, where applicable

  • Address proof

  • Board resolution

  • Shareholder resolution where applicable

  • Regional Director approval/order where applicable

  • Other documents required by the current MCA form

The exact attachment requirements should be checked for the particular transaction.

What Should a Registered Office Address Proof Show?

The supporting document should allow the company to establish the new premises.

Companies should check details such as:

  • Complete address

  • Building/unit number

  • Street/locality

  • City

  • State

  • PIN code

  • Name of owner/occupier where relevant

  • Document validity

  • Consistency with the address entered in INC-22

Even a small mismatch can create questions during verification.

Utility Bill for Registered Office

A utility bill can be relevant as address evidence where permitted under the applicable rules and form requirements.

Companies should ensure that the document is:

  • For the correct premises

  • Recent as required

  • Legible

  • Consistent with the address being filed

A company should not upload an unrelated or outdated bill simply because it contains the same city name.

NOC From Property Owner

Where the company occupies premises owned by another person, an NOC from the owner may be relevant depending on the documentation and circumstances.

For example, a startup may operate from:

A premises owned by one of its directors.

The company should maintain appropriate documentation establishing its right to use the premises as its registered office.

The objective is to demonstrate that the company legitimately occupies or is entitled to use the stated address.

Example: Delhi Startup Moving to a New Office

Suppose a private limited company has its registered office in:

Dwarka, Delhi

It signs a new lease for:

Saket, Delhi

Before the move, the company should verify:

  • Whether both locations fall under the same relevant local/ROC jurisdiction

  • Lease documentation

  • Owner NOC, where required

  • Board approval

  • INC-22 filing requirements

  • Effective date

  • Other registrations that contain the old address

The company should then update its records consistently.

Example: Noida Company Moving to Greater Noida

A Noida company moves its registered office to Greater Noida.

Although both locations are in the National Capital Region, the company should not assume that geographical proximity means there are no compliance implications.

The company should check:

  • Exact local limits

  • ROC jurisdiction

  • Registered address

  • Applicable MCA process

  • GST registration details

  • Local licences

  • Bank records

The legal process depends on the actual jurisdictions rather than the general description "NCR."

Example: Gurugram Company Moving to Faridabad

Suppose a company moves its registered office from Gurugram to Faridabad.

Both are in Haryana, but the change may affect the applicable ROC jurisdiction.

The company should determine whether the move remains within the same Registrar jurisdiction or triggers the Regional Director process contemplated by Section 12.

This should be determined before filing the address change.

Registered Office Change and GST

Changing the registered office with MCA does not automatically mean every other registration is updated.

A company may also need to review:

  • GST registration

  • Professional tax, where applicable

  • Shops and Establishments registration

  • PF/ESI registration

  • Import Export Code

  • Bank account

  • Income-tax records

  • FSSAI

  • Trade licences

  • Contracts and invoices

The exact requirement depends on the business and the registration involved.

The MCA change and tax-registration change are separate compliance processes.

Registered Office Change and Bank Records

The company's bank should also be informed where its registered/business address has changed.

Banks may request:

  • MCA approval

  • Board resolution

  • Address proof

  • Updated constitutional documents

  • Other KYC documents

Keeping MCA and banking records consistent can reduce KYC-related queries.

Registered Office Change and GST Address

GST registrations contain principal and additional places of business.

If the registered office is also the principal place of business, the company should separately examine the GST amendment requirement.

Updating MCA records does not itself update GST records.

The company should therefore create a cross-registration checklist.

Registered Office Change and Invoices

Once the registered office changes, the company should review:

  • Tax invoices

  • Letterheads

  • Purchase orders

  • Website

  • Email signatures

  • Contracts

  • Quotations

  • Legal notices

  • Statutory registers

  • Business correspondence

Section 12 also contains requirements concerning display/publication of the company's registered-office details.

What Must Be Displayed at the Registered Office?

Section 12 requires the company to display its name and address of its registered office at the premises in the prescribed manner. It also contains requirements relating to the company's name, registered-office address, CIN and other details on business letters, billheads and official publications.

Therefore, after shifting the registered office, the company should update its physical and documentary displays.

Common Mistake: Moving First and Filing Later

One of the most common practical problems is:

New office taken → company shifts → MCA filing remembered later.

The statutory framework requires notice of a change in the situation of the registered office within the prescribed period. Section 12(4) specifies 15 days from the change.

The compliance process should therefore be planned around the actual effective date of the change.

Common Mistake: Assuming the Lease Agreement Is Enough

A signed lease does not itself update MCA records.

The company must complete the applicable corporate and MCA filing process.

The lease is supporting evidence—not a substitute for INC-22.

Common Mistake: Filing the Wrong Address

An address such as:

Unit 302, Building A

should not become:

Unit 203, Building B

because of a data-entry mistake.

The address in:

  • Lease

  • Utility bill

  • NOC

  • INC-22

  • MCA records

should be checked carefully.

Common Mistake: Ignoring ROC Jurisdiction

A company may think:

"It is only a move from one city to another."

But a change of city can affect the Registrar's jurisdiction.

Section 12 specifically provides a Regional Director confirmation mechanism where the registered office moves from one Registrar's jurisdiction to another within the same State.

Therefore, jurisdiction should be determined before the move.

Common Mistake: Not Updating Other Registrations

A company may successfully update its MCA address but continue using the old address on:

  • GST

  • Bank records

  • FSSAI

  • IEC

  • PF/ESI

  • Contracts

  • Invoices

This creates inconsistent records.

A registered-office change should therefore trigger a broader compliance review.

Common Mistake: Treating Every Office as the Registered Office

A company can have multiple locations.

The fact that a new office is larger, more active or more commercially important does not automatically make it the registered office.

The company should first identify the address currently registered with MCA.

Common Mistake: Not Keeping Proof of Occupancy

The company should preserve:

  • Lease

  • Ownership proof

  • NOC

  • Utility bill

  • Other applicable address documents

These records can be useful during future MCA verification, audit, due diligence or KYC.

Registered Office Change: Practical Workflow

A practical process can be:

Step 1: Identify the Current Registered Office

Check the MCA master data and corporate records.

Step 2: Determine the New Address

Confirm the complete address and effective date.

Step 3: Check Jurisdiction

Determine whether the move is:

  • Within the same local limits

  • Outside local limits

  • Within the same ROC

  • Across ROC jurisdictions

  • Across states

Step 4: Obtain Corporate Approval

Complete the required Board/shareholder approvals based on the nature of the move.

Step 5: Collect Address Proof

Prepare the applicable ownership/lease/NOC/utility documentation.

Step 6: Prepare INC-22

Enter the new registered-office information carefully.

Step 7: Complete Certification and Filing

Follow the applicable MCA filing requirements.

Step 8: Obtain MCA Acknowledgement

Preserve the SRN and approval.

Step 9: Update Other Registrations

Review:

  • GST

  • Bank

  • Income tax

  • IEC

  • PF/ESI

  • Licences

  • Contracts

Step 10: Update Physical and Digital Records

Change the address on:

  • Letterhead

  • Website

  • Invoices

  • Office signage

  • Email signatures

  • Official documents

Registered Office Change Checklist

Before completing the process, check:

  • Is the new premises legally available to the company?

  • Is the full address correct?

  • Is the effective date established?

  • Has ROC jurisdiction been checked?

  • Is Board approval required?

  • Is shareholder approval required?

  • Is Regional Director confirmation required?

  • Is alteration of the MOA required?

  • Is INC-22 applicable?

  • Is the lease/ownership proof available?

  • Is owner NOC available where applicable?

  • Is utility/address proof available?

  • Is the MCA form correctly prepared?

  • Has the applicable professional certification been completed?

  • Has the filing been made within the statutory timeline?

  • Has the MCA acknowledgement been preserved?

  • Have GST records been reviewed?

  • Have bank records been reviewed?

  • Have other licences and registrations been reviewed?

  • Have the company's official documents been updated?

Why Registered Office Compliance Matters?

The registered office is not just an address printed on the MCA master data.

It is the company's statutory communication point.

If government authorities or other legally authorised parties send notices to the registered office, the company needs to be able to receive and acknowledge them.

An outdated address can therefore create practical problems involving:

  • Statutory notices

  • MCA communications

  • Legal correspondence

  • Regulatory inspections

  • Bank KYC

  • Due diligence

Maintaining an accurate registered office is therefore an important part of corporate governance.

Final Takeaway

INC-22 is the key MCA form for verification or change of a company's registered office, but the process depends heavily on the nature and location of the move.

Under Section 12:

  • Initial registered-office verification is generally required within 30 days of incorporation.

  • Notice of a subsequent change in the registered office is generally required within 15 days of the change.

  • A move between different ROC jurisdictions within the same State can require Regional Director confirmation.

  • A move across States can involve additional statutory steps and should not be treated as a routine address update.

The practical sequence is:

Choose new premises → determine jurisdiction → obtain approvals → collect address proof → file INC-22/other applicable forms → update MCA → update GST, banking and other registrations.

For companies in Delhi, Noida, Gurugram, Ghaziabad, Faridabad and across India, planning the registered-office change before physically shifting premises can prevent unnecessary compliance gaps and address mismatches.

Need Help With INC-22 Filing?

If your company needs assistance with INC-22, registered office change, Regional Director-related compliance or broader ROC/MCA compliance, FilingSuvidha can help coordinate the applicable process.

Website: FilingSuvidha
Phone: +91-9625995981
Email: info@filingsuvidha.com

Our focus is on transparent pricing and on-time delivery.

Disclaimer

This article is intended for general informational purposes only and should not be treated as legal, company-secretarial, accounting or professional advice. The procedure for changing a registered office depends on the nature of the move, local limits, ROC jurisdiction, State, company structure and applicable statutory provisions. Companies should verify the latest MCA forms, rules, notifications and statutory requirements before filing.