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{“@context”:”https://schema.org”,”@type”:”FAQPage”,”mainEntity”:[{“@type”:”Question”,”name”:”When is INC-22 required to be filed?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”INC-22 must be filed within 30 days of the change in the company’s registered office address. It is required whenever the registered office shifts: (1) within the same city, town, or village; (2) from one city to another within the same state; or (3) from one state to another (which also requires a separate INC-23 petition to the Regional Director). For a change within the same city, only a Board Resolution is needed. A change to another city within the same state requires a special resolution from shareholders. A change to another state is the most complex and requires RD approval followed by INC-22.”}},{“@type”:”Question”,”name”:”What is the difference between INC-22 and INC-23?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”INC-22 is the intimation of change of registered office filed with the ROC within 30 days of the change. INC-23 is the application to the Regional Director (RD) for approval of shifting the registered office from one state to another state. The process for inter-state shift is: pass special resolution, file INC-23 with the RD for approval, get RD approval, then file INC-22 to intimate the ROC. INC-23 is only for inter-state change; INC-22 is required for all registered office changes.”}},{“@type”:”Question”,”name”:”What are the documents required for INC-22?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”INC-22 requires: (1) proof of registered office – a utility bill (electricity, telephone, or gas bill) in the name of the company or the owner, not older than 2 months, showing the new address; (2) a No Objection Certificate (NOC) from the owner of the premises if the company does not own the office; (3) Board Resolution authorising the change (for change within same city); (4) Special Resolution (for change to another city in the same state); (5) copy of the notice and minutes of the general meeting (for special resolution changes). DSC of a director is required to sign the form.”}},{“@type”:”Question”,”name”:”What is the due date for INC-22?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”INC-22 must be filed within 30 days of the Board Resolution or General Meeting resolution authorising the change of registered office (for changes within the same state), or within 30 days of the RD’s approval order (for inter-state changes). Filing after 30 days attracts late fees of Rs. 100 per day with no upper cap.”}},{“@type”:”Question”,”name”:”Is INC-22 also required at the time of incorporation?”,”acceptedAnswer”:{“@type”:”Answer”,”text”:”Yes. INC-22 is filed at the time of incorporation as well, to confirm the registered office address of the newly incorporated company. The SPICe+ form (for incorporation) already includes the registered office details, but INC-22 must be separately filed within 30 days of incorporation to confirm the address with proof of possession (utility bill or NOC). This is separate from INC-20A. If the registered office details were provided in SPICe+ form at incorporation, some states accept this as fulfilling the INC-22 requirement — verify with the ROC.”}}]}

ROC Filing

INC-22: Change of Registered Office – Process, Due Date and Applicability

By Tradeviser Editorial • Updated October 2026 • 7 min read

Every company registered under the Companies Act 2013 must maintain a registered office in India at all times. When the company moves its registered office – whether across the street in the same city, to another city in the same state, or to an entirely different state – it must inform the Registrar of Companies by filing Form INC-22 within 30 days of the change. The complexity of the process increases significantly depending on how far the office is moving: a local move needs only a Board Resolution, an inter-city move needs a shareholders’ Special Resolution, and an inter-state move requires prior approval from the Regional Director.

This guide covers all three scenarios, the documents required for each, the INC-22 due date, and the separate INC-23 application needed for inter-state changes.

Key Takeaways

  • INC-22 must be filed within 30 days of the change of registered office
  • Change within same city: Board Resolution only required
  • Change to another city in same state: Special Resolution of shareholders required
  • Change to another state: Regional Director approval (INC-23) required first, then INC-22
  • Proof of new office (utility bill not older than 2 months) and NOC from owner are mandatory
  • Late fee: Rs. 100 per day from day 31 onwards, no cap

Three types of registered office change

Type of Change Approval Needed MCA Filing MOA Change?
Within same city / town / village (same ROC jurisdiction) Board Resolution INC-22 within 30 days No
Within same state but different city/ROC jurisdiction Special Resolution (shareholders) MGT-14 (within 30 days of SR) + INC-22 (within 30 days) No
From one state to another state Special Resolution + Regional Director approval INC-23 (RD application) + INC-22 after RD approval + MGT-14 Yes (Clause II of MOA)

Documents required for INC-22

Regardless of the type of change, INC-22 requires:

  • Proof of registered office at the new address: A utility bill (electricity, water, telephone, or gas) showing the full address, not older than 2 months from the date of filing. The bill can be in the name of the company (if it is a company-owned or leased premises) or in the name of the property owner (if the company is using a third party’s premises)
  • No Objection Certificate (NOC): A NOC from the owner of the premises permitting the company to use the address as its registered office, if the company does not own or hold a lease for the property
  • Board Resolution: The Board Resolution authorising the change of registered office (mandatory for all three types of change)
  • Special Resolution (if applicable): Certified copy of the Special Resolution passed at a general meeting (required for inter-city and inter-state changes)
  • DSC of a director: Digital Signature Certificate of an authorised director to sign and submit INC-22
Utility bill requirement: The utility bill must clearly show the new registered office address. If the address on the bill does not exactly match the new registered office address as it will appear in MCA records (including floor, building name, street, pin code), the ROC may reject INC-22. Ensure the address format is consistent across the resolution, the NOC, the utility bill, and the form.

Step-by-step process for each type of change

For change within same city (Board Resolution only):

  1. Hold a Board Meeting; pass a Board Resolution authorising the change of registered office from [old address] to [new address]
  2. Obtain a utility bill (not older than 2 months) for the new address
  3. Obtain a NOC from the owner if the company does not own the premises
  4. File INC-22 on MCA V3 within 30 days of the Board Resolution, attaching the resolution, utility bill, and NOC
  5. Once the ROC approves INC-22, the registered office is officially changed in the MCA records

For change to another city in same state (Special Resolution):

  1. Hold a Board Meeting; pass a Board Resolution to convene a General Meeting to propose the change
  2. Issue AGM/EGM Notice with a 21-day notice period, including an explanatory statement
  3. Hold the General Meeting; pass a Special Resolution (3/4 majority) for the change of registered office
  4. File MGT-14 with the ROC within 30 days of the Special Resolution
  5. File INC-22 within 30 days of the Special Resolution, with utility bill, NOC, and copy of the resolution

INC-23: inter-state change and Regional Director approval

Shifting the registered office from one state to another requires prior approval from the Regional Director (RD) of the Ministry of Corporate Affairs. The process:

  1. Pass a Special Resolution at a General Meeting approving the change to another state
  2. File INC-23 with the Regional Director (not the ROC) within 60 days of the Special Resolution. INC-23 must include: copy of the Special Resolution, list of creditors and debenture holders with their NOCs or a declaration that they have been informed and there are no objections, list of employees with a statement on their position after relocation, auditor’s certificate on solvency, and the draft amended MOA (Clause II changed to new state)
  3. The RD may grant approval or hold a hearing if any creditor objects. Approval is typically given within 60 days of INC-23 filing
  4. After RD approval order: file INC-22 with the ROC of the new state within 30 days
  5. The ROC of the new state issues a new Certificate of Incorporation with the new state address

MOA amendment required for state change

Clause II of the Memorandum of Association specifies the state in which the company’s registered office is situated. An inter-state change of registered office requires amending Clause II by passing a Special Resolution and getting RD approval. Once INC-22 is filed and approved in the new state, the company must also file INC-28 to notify the ROC of the original state about the change, within 30 days of the RD’s order.

INC-22 at incorporation: confirming the first registered office

INC-22 is also used at the time of incorporation to confirm the company’s registered office address with proof of possession. Under Rule 25 of the Companies (Incorporation) Rules, 2014, a company must furnish verification of its registered office to the ROC within 30 days of incorporation. This is done by filing INC-22 with the utility bill and NOC for the registered office address. For companies incorporated through the SPICe+ portal, if the registered office address was submitted along with the incorporation application and the ROC accepted it, a separate INC-22 may not be required – but companies should verify this with their ROC jurisdiction.

Registered Office Change Filing Support

Tradeviser handles INC-22 filings for registered office changes within the same city, to another city, or across states, including INC-23 Regional Director applications and MOA amendments.

Get Filing Support

Frequently Asked Questions

When is INC-22 required to be filed?

Within 30 days of the Board Resolution or General Meeting resolution approving the change of registered office (for changes within the same state), or within 30 days of the Regional Director’s approval order (for inter-state changes). The 30-day period runs from the date of the authorising resolution, not from the date the company physically moves.

What is the difference between INC-22 and INC-23?

INC-22 is the intimation to the ROC of the change of registered office, required for all types of change. INC-23 is the application to the Regional Director for prior approval of shifting the registered office from one state to another. INC-23 is filed before the move; INC-22 is filed after RD approval to complete the change on MCA records.

What documents are required for INC-22?

A utility bill (electricity, telephone, or gas) showing the new address, not older than 2 months; a No Objection Certificate from the property owner if the company does not own the premises; the Board Resolution and/or Special Resolution authorising the change; and a director’s DSC.

Does a change of registered office require amending the MOA?

Only for an inter-state change. Clause II of the MOA specifies the state where the registered office is situated. Moving to another state requires amending Clause II, which requires a Special Resolution and Regional Director approval. Changes within the same state do not require a MOA amendment.

Is INC-22 also filed at the time of incorporation?

Yes. A company must file INC-22 within 30 days of incorporation to confirm its registered office address with proof of possession (utility bill and NOC). For companies incorporated through SPICe+, the ROC may treat the address submitted in the incorporation form as sufficient, but this varies by ROC jurisdiction.