Form INC-22: Notice of the Situation of the Registered Office
Registered Office Notification & Change Under Section 12
Every company must have a registered office — its official legal address — and the Registrar must always know where it is. INC-22 is filed when the office is first established, if it was not given at incorporation, and whenever the office moves. The procedure can be simple or involved depending on how far the office is moving, but in every case the change ends with INC-22 filed within 30 days.
Overview
What Is Form INC-22?
Form INC-22 is the notice of the situation of a company's registered office, filed with the Registrar under Section 12 of the Companies Act. It is used in two situations: to intimate the address of the registered office where it was not provided in the incorporation application, and to notify a change of registered office from one place to another. In both cases, the form tells the Registrar where the company is officially located and provides proof of that address.
The registered office is not just a postal address. It is the place at which the company is deemed to receive all official communications, and it determines which Registrar the company falls under and the state in which it is registered. Because of this, the law treats it as a matter of record that must always be current, and INC-22 is the instrument that keeps it so.
N D Savla & Associates is a firm of Chartered Accountants and Company Secretaries in Mumbai that handles registered office notifications and changes as part of our incorporation and change services, including the full registered office change process. The focus is practical: getting the right approval for the kind of move you are making, preparing valid address proof, and filing INC-22 on time.
Filing Occasions
When Is Form INC-22 Filed?
There are two occasions for filing INC-22 — at the start and on a move — both governed by a 30-day deadline. It is the change situation that carries the varying procedure, because how far the office is moving decides what approvals are needed first:
First Notification After Incorporation
Where the registered office address was not given in the SPICe+ incorporation form, it must be notified in INC-22 within 30 days of incorporation — a company must have an office capable of receiving communication from that point.
Shift Within the Same City
The simplest move — a shift within the same city, town, or village needs only a board resolution, followed by INC-22 with the new address proof within 30 days.
Shift Outside the City, Same Registrar
A move outside the city but within the same Registrar's jurisdiction needs a special resolution, filed in MGT-14, before INC-22 goes in.
Registrar to Registrar, Same State
A move from one Registrar to another within the same state needs a special resolution and Regional Director approval, running through INC-23, INC-28, and INC-22.
Shift From One State to Another
The most involved move — it alters the Memorandum, so it needs a special resolution, Regional Director approval, a newspaper notice, and creditor no-objections before INC-22 and INC-28 are filed.
Keeping the Record Current
Every move ends with INC-22 filed within 30 days. A late filing attracts additional fees, leaves the official address wrong in the meantime, and puts the company and its officers in default.
Approvals & Key Facts
The Four Kinds of Registered Office Change
How involved a registered office change is depends entirely on how far it moves. The table below sets out the four situations and what each requires.
| Change | Approval required | Forms involved |
|---|---|---|
| Within the same city, town, or village | Board resolution | INC-22 |
| Outside the city, within the same Registrar | Special resolution | MGT-14 and INC-22 |
| From one Registrar to another in the same state | Special resolution and Regional Director approval | INC-23, INC-28, and INC-22 |
| From one state to another | Special resolution, MOA alteration, and Regional Director approval | INC-23, INC-28, and INC-22, with a newspaper notice |
A shift within the same city is straightforward, needing only a board resolution and INC-22. Moving to another state is a different order of complexity, because the registered office clause of the Memorandum states the company's home state, and changing state means altering the Memorandum. That requires a special resolution, an application to the Regional Director for approval in Form INC-23, a notice published in the newspaper, and a no-objection from creditors, since a change of state can affect them. Only once the Regional Director confirms the change is INC-22 filed, along with INC-28 recording the order, and the company's home state officially changes. It is a process to plan for, not to rush.
| Aspect | Position |
|---|---|
| Purpose | Notifying the registered office, or a change in it |
| Governing law | Section 12 of the Companies Act |
| Timeline | Within 30 days of incorporation or of the change |
| Determines | The company's Registrar jurisdiction and its state of registration |
| Address proof | A utility bill not older than two months, with the ownership or rent document and an NOC |
| State change | Also needs Regional Director approval and alteration of the Memorandum |
The Process
A Registered Office Change, Step by Step
A registered office change runs through the following sequence, scaled to the kind of move:
Board resolution. The board approves the change of registered office and authorises the filing.
Shareholder approval where needed. For a shift outside the city, a special resolution is passed and filed in MGT-14.
Regional Director approval where needed. For a change of Registrar or state, approval is obtained from the Regional Director in INC-23, with the newspaper notice and creditor no-objection.
Prepare the address proof. The ownership or rent document, a recent utility bill, and the owner's no-objection are assembled.
File INC-22. Form INC-22 is filed with the Registrar within 30 days, with the resolution and address proof, and INC-28 where an order applies.
Update records. The registered office is updated on the company's letterhead, seal, records, and other filings.
A worked example: a move within the same city
Suppose a company is moving its registered office from one part of its city to another, within the same municipal limits. The change runs like this:
- A board resolution suffices. Because the move is within the same city, only a board resolution is needed, not a shareholder resolution.
- Address proof is prepared. The rent agreement for the new premises, a recent utility bill, and the owner's no-objection are gathered.
- INC-22 is filed. Form INC-22 is filed with the Registrar within 30 days of the change, with the resolution and address proof.
- No RD approval is needed. Since the Registrar and state are unchanged, there is no Regional Director approval or Memorandum alteration.
- Records are updated. The new address is updated on the company's letterhead, seal, and records.
Documentation
Documents Needed for INC-22
The core of an INC-22 filing is valid proof of the registered office address. The documents generally needed are:
Our Services
How We Help With Form INC-22
We handle registered office notifications and changes end to end, matching the procedure to the kind of move. The six service blocks below cover the full engagement.
Assess the Move
Companies Act – Section 12
Resolutions
Regional Director Approval
INC-23 / INC-28
Address Proof
File INC-22
Update Records
Watch-Outs
Common Mistakes to Avoid
A few avoidable errors cause most registered office problems:
Why N D Savla & Associates
Why Companies Choose Us for Registered Office Changes
A registered office change is deceptively variable: a move down the road needs a single board resolution, while a move across a state line needs a special resolution, Regional Director approval, a newspaper notice, and creditor no-objections. Getting the procedure wrong for the move wastes weeks. We match the process to the situation: we identify exactly what your move requires, prepare the resolutions, handle any Regional Director application, assemble valid address proof, and file INC-22 — and INC-28 where needed — within the deadline, then update the records.
Because we handle this alongside your wider compliance, the registered office stays correctly recorded through every move. For a company relocating for any reason, this means a change done cleanly and without avoidable delay.
Related Services
Our Broader Incorporation & Change Practice
Form INC-22 operates inside a wider family of incorporation and change filings. Our related services cover:
Frequently Asked Questions
Common Questions on Form INC-22
What is Form INC-22?
When is Form INC-22 filed?
What is a registered office?
What approval is needed to change a registered office?
What documents are needed for INC-22?
Can a company change its registered office to another state?
What is the time limit for filing INC-22?
What happens if INC-22 is not filed?
File your registered office change with N D Savla & Associates
Whether you are notifying your registered office for the first time or moving it within the city, across Registrars, or to another state, we can match the procedure to your move and file INC-22 correctly and on time.
Contact Our TeamHead Office: Suit No. 102, L1, Ashok Premises, Nicholas Road, Andheri (East), Mumbai 400069 · Serving companies across India
Phone: +91 98218 32683 | +91 98190 00511 | +91 91670 58000 · Email: nainitsavla@savlagroup.in · ndsavlaa.com
