26 October 2026 · Updated 26 October 2026
By Avil Rakshith Salins, Practising Company Secretary
Form INC-22: change of registered office
In short
A company files Form INC-22 within 30 days of changing its registered office. A move within the same city needs only a board decision. A move outside the city needs a special resolution, and a move to another ROC or another state also needs the Regional Director's approval first.
The rule
Section 12(4) of the Companies Act, 2013 requires notice of every change in the registered office to the Registrar within 30 days, in Form INC-22 (rule 27 of the Companies (Incorporation) Rules, 2014). The limit was 15 days until 27 July 2018, so older guides still show the wrong figure.
Which route applies
| Where the office moves | Approval needed | Forms |
|---|---|---|
| Within the same city, town or village | Board resolution | INC-22 |
| Outside the city, same ROC (for example Bengaluru to Mysuru) | Special resolution (section 12(5)) | MGT-14, then INC-22 |
| To another ROC in the same state | Special resolution, then Regional Director's confirmation (section 12(5) proviso, rule 28) | MGT-14, INC-23, INC-28, then INC-22 |
| To another state | Special resolution altering the MoA, then Central Government approval, exercised by the Regional Director (section 13(4), rule 30) | MGT-14, INC-23, INC-28, then INC-22 |
Karnataka has one ROC, at Bengaluru, so the third row matters only for states with more than one ROC.
Documents for the new address
The same set as at incorporation (rule 25(2)):
- title deed, or a notarised copy of the lease or rent agreement with a rent receipt not older than one month;
- the owner's no-objection or authorisation, with proof of ownership;
- a utility bill in the owner's name, not older than two months.
Penalty
Section 12(8): the company and every officer in default are each liable to ₹1,000 for every day of default, up to ₹1 lakh.
Frequently asked questions
Sources
General information on the law as on 26 October 2026, not advice on any particular matter. Check the current MCA form and instruction kit before filing.