Changing your company’s registered office address involves adhering to legal and regulatory requirements, ensuring compliance with the Ministry of Corporate Affairs (MCA). Filing Form INC-22 is a critical step in this process, as it allows businesses to officially update their registered address in MCA records. Failure to comply with these requirements can lead to penalties, legal complications, and disruptions in business operations.
This blog provides a detailed, step-by-step guide to help businesses navigate the process of filing Form INC-22 seamlessly. It outlines the essential documentation, procedural steps, and compliance checks to ensure that your registered office address is updated correctly and efficiently. Whether you’re relocating within the same city, to another city, or even across state lines, understanding the requirements and timelines associated with Form INC-22 is crucial.
What Is Form Inc-22?
Form INC-22 is a mandatory filing form issued by the Ministry of Corporate Affairs (MCA) in India, used for notifying the MCA about a company’s change in its registered office address. This form is essential for ensuring that the company’s address in government records is accurate and up-to-date.
The registered office address serves as the primary contact point for legal notices, official correspondence, and regulatory communications. Filing Form INC-22 is required when:
- A company moves its office within the same city, town, or village.
- The registered office relocates to another city or town within the same state.
- The company shifts to a different state altogether.
Prerequisites Before Filing Form INC-22
Before filing Form INC-22, certain prerequisites must be met to ensure a smooth and accurate submission. Gathering the required documents and securing necessary approvals is crucial to comply with MCA regulations.
1. Board Resolution
- Purpose: A board meeting must be convened to approve the decision to change the registered office address. The resolution must clearly state the new address and authorize filing Form INC-22.
- Document: Certified copy of the board resolution passed during the meeting.
2. Proof of Registered Office Address
- Acceptable Documents:
- Utility Bills: Electricity bill, water bill, or property tax receipt not older than two months.
- Rent Agreement: If the office is rented, a valid rent or lease agreement is required.
- Ownership Documents: In the case of owned premises, provide a sale deed or ownership certificate.
3. No Objection Certificate (NOC)
- When Required: If the registered office is located on rented or leased premises, a NOC from the property owner must be provided.: The NOC should grant permission to use the address as the registered office.
4. Digital Signature Certificate (DSC)
- Requirement: The Form INC-22 must be signed using a valid Digital Signature Certificate (DSC) of the director or authorized signatory.
5. Details of Changes
- Documentation: Compile all information about the new office location, including state, city, postal code, and jurisdiction of the new registrar of companies (if applicable).
6. Form Preparation
- Compliance: Verify that all required documents are scanned and in the correct format (PDF) for attachment to Form INC-22.
Step-by-Step Procedure to File Form INC-22
Changing your company’s registered office address involves filing Form INC-22 with the Ministry of Corporate Affairs (MCA). Below is a step-by-step guide to help you complete the process accurately and efficiently.
Step 1 – Log in to the MCA Portal
- Access the MCA Portal: Visit the MCA portal and log in using your credentials (email ID and password).
- Digital Signature Certificate (DSC): Ensure the authorized person’s Digital Signature Certificate (DSC) is ready and valid. The DSC is required for authenticating Form INC-22.
- Director Identification Number (DIN): Keep the DIN of the authorized director handy, as it will be required during the submission process.
Step 2 – Access and Fill Out Form INC-22
- Download Form INC-22: Go to the “Forms & Downloads” section of the MCA portal and download Form INC-22.
- Provide Registered Office Details: Enter the new registered office address, including state, city, postal code, and jurisdiction.
- Board Resolution Details: Include details of the board resolution authorizing the address change, including the date of the resolution.
- Other Information: Fill out all mandatory fields, such as the effective date of the address change and applicable jurisdictions.
Step 3 – Upload Supporting Documents
- Prepare Documents: Ensure all supporting documents are scanned and in PDF format, adhering to the file size and format guidelines provided by MCA.
- Upload Proof of Address: Attach documents such as utility bills (not older than two months), a rent agreement, or ownership proof for the new registered office.
- Attach Board Resolution: Upload a certified copy of the board resolution authorizing the address change.
- Include Additional Documents: If applicable, attach a No Objection Certificate (NOC) from the property owner.
Step 4 – Review and Submit the Form
- Verify Details: Carefully review all the details entered in Form INC-22 to ensure accuracy. Any errors may delay the approval process.
- Calculate Fees: The MCA portal will automatically calculate the applicable government fees based on the form details. Ensure you have sufficient funds for payment.
- Submit the Form:
- After verifying the information, sign the form using the DSC of the authorized signatory and submit it via the MCA portal.
Step 5 – Confirmation and Filing Certificate
- Acknowledge Submission:
- Once the form is submitted, you will receive an acknowledgment from the MCA portal, confirming the submission.
- Track Status:
- Use the MCA portal’s tracking feature to check the status of your submission.
- Receive Filing Certificate:
- Upon approval, the MCA will issue a filing certificate confirming the address change. Download and save the certificate for future reference.
Documents Required for Filing Form INC-22
Accurate and complete documentation is essential for the successful submission of Form INC-22. These documents serve as proof of the new registered office address and ensure compliance with MCA regulations. Below is a list of mandatory documents and tips for smooth submission.
1. Proof of Registered Office Address
- Ownership Proof: A copy of the sale deed or property ownership certificate if the property is owned by the company.
- Rental Agreement: If the office is rented, submit a valid rent or lease agreement, along with a No Objection Certificate (NOC) from the landlord.
2. Utility Bill Requirements
- Acceptable Bills: Electricity bill, water bill, or property tax receipt not older than two months.
- Name Consistency: The utility bill should be in the name of the company or the owner of the premises being used as the registered office.
3. Board Resolution
- Certified Copy: Include a certified copy of the board resolution authorizing the address change and filing of Form INC-22.
4. No Objection Certificate (NOC)
- When Required: Necessary if the property is rented or owned by someone other than the company.
- Content: The NOC should explicitly allow the company to use the premises as its registered office.
5. Document Submission Tips
- Format: All documents must be scanned and uploaded in PDF format.
- File Size: Ensure the documents meet the MCA’s file size requirements to avoid submission errors.
- Clarity: Scanned copies should be clear and legible, with no missing or cut-off information.
Legal Implications of Not Filing Form INC-22 on Time
Failing to file Form INC-22 within the stipulated timeline can result in severe legal and financial repercussions. Companies must ensure timely compliance to avoid penalties and maintain good standing with the Ministry of Corporate Affairs (MCA).
1. Penalty for Late Filing of INC-22
- Monetary Fines: A daily penalty of ₹100 may be imposed for every day of delay, with no upper limit.
- Company and Director Liability: Both the company and its directors may be held liable for failing to comply with address update requirements.
2. Compliance Risks for Address Change
- Regulatory Non-Compliance: Non-filing can result in the company being marked as non-compliant, leading to restrictions on filings and other regulatory actions.
- Business Disruptions: Missed regulatory communications, such as tax notices or legal summons, due to an outdated address can disrupt operations and expose the company to further penalties.
3. MCA Fines
- Registrar of Companies (ROC): The ROC may impose additional penalties for non-compliance or delays, depending on the severity of the violation.
- Additional Fees: Late submission may attract additional filing fees on top of the standard charges.
4. Legal Implications of Address Update Delays
- Impact on Contracts: Contracts and agreements that rely on the registered address may be invalidated or lead to disputes.
- Litigation Risks: Missing legal notices or summons sent to the outdated address may result in unfavorable judgments or legal complications.
- Reputational Damage: Non-compliance can harm the company’s reputation with stakeholders, clients, and investors.
Conclusion
Filing Form INC-22 is a critical step in ensuring that your company remains compliant with MCA regulations when changing the registered office address. Adhering to the filing timeline, submitting accurate documents, and following procedural requirements help avoid penalties and operational disruptions.
While the process is straightforward, it demands attention to detail and compliance with legal requirements. Engaging professional assistance, such as a company secretary or legal advisor, can streamline the filing process and ensure accuracy. By proactively managing address updates, businesses demonstrate professionalism and maintain strong regulatory standing, contributing to long-term success.
FAQs About Filing Form INC-22 for Address Change
What is the deadline for filing Form INC-22 after changing the registered office address?
The deadline for filing Form INC-22 is 30 days from the date of the change in the registered office address. It is important to comply with this timeline to avoid penalties and ensure your company remains in good standing with the Ministry of Corporate Affairs (MCA).
Can Form INC-22 be filed online?
Yes, Form INC-22 can be filed online through the MCA portal. A valid Digital Signature Certificate (DSC) of the authorized director or company representative is required to authenticate the form. Once the form is filled, it can be uploaded and submitted digitally.
What are the government fees for filing Form INC-22?
The government fees for filing Form INC-22 depend on the company’s authorized share capital:
- For companies with an authorized capital of up to ₹1,00,000, the fee is ₹200.
- For higher authorized capital, the fees increase in proportion to the capital amount. Late submissions may attract additional fees and penalties.
What happens if the documents submitted with Form INC-22 are incorrect?
If the submitted documents are incorrect or incomplete, the Registrar of Companies (RoC) may reject the application. The company will need to correct the errors and re-submit Form INC-22 along with the required documents. Rejection can lead to delays and potential penalties for late submission.
Is a physical inspection required for address change verification after filing Form INC-22?
A physical inspection by the Registrar of Companies (RoC) may be required, particularly if the address is in a different jurisdiction or there are doubts about the validity of the address. This inspection ensures that the address is genuine and being used for the company’s operations.
Can I update other company information while filing Form INC-22?
No, Form INC-22 is specifically for updating the registered office address. Other company details, such as director information or share capital changes, require separate filings using the appropriate MCA forms (e.g., DIR-12 or SH-7). Ensure all updates are made through the correct forms to avoid non-compliance.
Can I withdraw Form INC-22 after submission?
Once Form INC-22 is submitted, it cannot be withdrawn. If errors are identified after submission, the company must wait for the RoC’s response. If the form is rejected, corrections can be made, and the form can be re-filed. Ensure accuracy before submission to avoid this situation.
