A rejected INC-22 filing for registered office change usually stems from missing or incomplete documents. MCA scrutiny has tightened in 2025-26, and vague or outdated address proofs lead to automatic rejection notices. This guide details every document you need, how to source it, validity periods, and practical examples to avoid re-filings.
Document Checklist: Quick Reference
| Document | Required | Validity | Format | Notes |
|---|---|---|---|---|
| Board Resolution | Always | Lifetime | PDF, certified | Must include old and new address |
| Shareholder Resolution | If inter-state only | Lifetime | PDF, certified | Ordinary resolution, 50%+ voting rights |
| Address Proof | Always | 3 months | PDF, certified | One of: rent agreement, ownership, authority + utility |
| Company PAN/CIN | Always | Lifetime | Digital copy | From CoI or old certificates |
| Director DINs | Always | Lifetime | Digital copy | All active directors required |
| DSC Certificate | Always | Must be active | Uploaded during form | Signatory's active DSC only |
| Proof of Vacating Old Address | Optional | Recent | Helps strengthen filing (landlord letter) |
Detailed Document Requirements
1. Board Resolution (Mandatory)
What it is: Formal approval from the board of directors to change the company's registered office.
Format: PDF file, certified by Company Secretary or authorized director.
Content requirements:
- Date of board meeting
- Names and DINs of all directors present
- Current registered office address (as per CoI)
- Proposed new registered office address (with postal code)
- Effective date of change
- Authorizing statement: "Be and is hereby authorized to carry out all necessary actions for registered office change"
- Signatures of minimum 2 directors (or as per company articles)
- Company seal (optional but strengthens filing)
Template:
BOARD RESOLUTION
Date: 15th July 2026
Company: XYZ Private Limited
CIN: U62000TG2023PTC123456
RESOLVED that the Registered Office Address of the Company be and is hereby changed from
"Old Address, Hyderabad, Telangana 500001"
to
"New Address, Hyderabad, Telangana 500002"
with effect from 20th July 2026.
RESOLVED FURTHER that the Managing Director / Company Secretary be and is hereby authorized to carry out all necessary formalities and submit the application before the Registrar of Companies.
Director 1: [Name & DIN]
Director 2: [Name & DIN]
Company Seal: [Seal]
Validity: Lifetime (once passed, always valid). Use current certified copy.
Upload requirement: PDF file (max 10 MB).
Common mistakes:
- Incomplete address (missing postal code or apartment number)
- Dates in Indian format (DD-MM-YYYY) without year clarity
- Missing director signatures or DINs
- Vague language ("office change" without old/new addresses)
Board resolution must state both old AND new addresses in full. Abbreviations like "same city" or "Hyderabad" without full address details cause rejection.
2. Shareholder Resolution (Mandatory for Inter-State Changes Only)
Requirement: Only if moving to a different state (inter-ROC change).
What it is: Formal approval from shareholders for out-of-state relocation.
Format: PDF file, minutes of shareholder meeting, certified by Company Secretary.
Voting requirement: Ordinary resolution (50% + 1 of total voting rights).
Content:
- Date of shareholder meeting (EGM or AGM)
- Notice issued (minimum 21 days for physical; 5 days for virtual meetings)
- Resolution text: "Be it resolved as an ordinary resolution that the Company's registered office be changed from [old address, state] to [new address, state]"
- Names and shareholding of attendees
- Voting results: For / Against / Abstain
- Company Secretary signature
Template:
EXTRACT OF MINUTES OF EXTRAORDINARY GENERAL MEETING
Date: 10th July 2026
Company: XYZ Private Limited
CIN: U62000TG2023PTC123456
RESOLUTION 1: CHANGE OF REGISTERED OFFICE
"RESOLVED as an ordinary resolution that the registered office of the Company be and is hereby changed from 'Old Address, Bangalore, Karnataka' to 'New Address, Mumbai, Maharashtra' with effect from 20th July 2026."
Voting Results:
For: 1,00,000 shares (60%)
Against: 50,000 shares (30%)
Abstain: 20,000 shares (10%)
MOTION CARRIED
Company Secretary: [Name & Signature]
Date: 10th July 2026
Validity: Lifetime.
Upload requirement: PDF file (max 10 MB).
Common mistakes:
- Shareholder approval obtained but not for the EXACT new address (e.g., resolution says "Mumbai office" but INC-22 specifies "Andheri, Mumbai")
- Special resolution filed instead of ordinary resolution (special is not required; ordinary suffices)
- Insufficient voting (less than 50% + 1)
- Resolution passed but not attached to INC-22 form
3. Address Proof for New Address (Mandatory)
Address proof is the most critical and most frequently rejected document. MCA requires proof that the new address is owned or leased by the company and is a valid commercial space.
Option A: Registered Rent Agreement
What it is: Lease agreement registered with the sub-registrar office or certified by a notary public.
Validity: 3 months from registration/notarization date.
Content required:
- Lessor name and signature
- Lessee (company) name and CIN
- Full address with postal code
- Lease duration (minimum 1 year, preferably)
- Monthly rent amount
- Registration number or notary seal
Example (Registered):
REGISTERED LEASE DEED
This deed made on 15th June 2026 between:
Lessor: Mr. Rajesh Kumar, PAN: XXXX
Lessee: XYZ Private Limited, CIN: U62000TG2023PTC123456
Property: Office No. 201, Building ABC, Jubilee Hills, Hyderabad, Telangana 500033
Rent: Rs 50,000 per month
Duration: 2 years from 1st July 2026
Registration: ROR 2026-234567
Signature: [Lessor] [Lessee authorized rep with DSC]
Registration Office: [Stamp]
Upload requirement: PDF of registered agreement (must show registration number and date).
Validity check: If registered on 15th June 2026, file INC-22 by 15th September 2026.
Option B: Ownership Deed (Sale Deed / Title Deed)
What it is: Sale deed registered with the sub-registrar office proving company ownership.
Validity: 3 months from registration date.
Content required:
- Seller and buyer (company) names
- Property description and address
- Sale value and consideration
- Registration number and date
- Sub-registrar stamp and signature
Example:
REGISTERED SALE DEED
Dated: 1st June 2026
Seller: ABC Real Estate Ltd
Buyer: XYZ Private Limited, CIN: U62000TG2023PTC123456
Property: Office No. 301, Building XYZ, Jubilee Hills, Hyderabad, 500033
Consideration: Rs 25 lakhs
Registration Number: SRO 2026-456789
Date of Registration: 5th June 2026
Sub-Registrar: Hyderabad South
Signature: [Seller] [Buyer - authorized rep]
Official Seal: [Stamp]
Upload requirement: PDF of registered sale deed (clear registration number and date).
Option C: Authority Letter + Utility Bill
When to use: When company is renting on an informal basis or using shared space.
Part 1: Authority Letter (from property owner)
Content:
- Date
- Owner name and signature
- Company name and CIN
- Full address of property
- Authorization statement: "I hereby authorize [Company Name] to use the above premises as registered office"
- Owner's contact details
Example:
AUTHORITY LETTER
Date: 10th July 2026
To the Registrar of Companies,
I, Priya Sharma, owner of the property at 'Jubilee Hills, Hyderabad, Telangana 500033', do hereby authorize XYZ Private Limited (CIN: U62000TG2023PTC123456) to use the above-mentioned premises as its registered office.
Owner Name: Priya Sharma
Address: [Owner's address]
Contact: 9999999999
Signature: [Signature]
Seal/Stamp: [Optional but recommended]
Format: PDF, self-attested or notarized.
Part 2: Utility Bill (supporting proof)
What it is: Latest electricity, water, or gas bill in company name or owner's name.
Validity: 3 months from bill date.
Accepted utilities:
- Electricity bill (DISCOM) – Most preferred
- Water bill (Municipal Corporation)
- Gas bill (LPG provider)
- Telephone/Internet bill (in company name)
Content required:
- Bill date (within 3 months)
- Account holder name (company name or owner name)
- Full address matching new registered office
- Account number and service provider name
Example:
ELECTRICITY BILL
Bill Date: 5th July 2026
Account Holder: XYZ Private Limited
Address: Office 201, Building ABC, Jubilee Hills, Hyderabad, 500033
Account No: HYD1234567
Service Provider: DISCOM
Amount Due: Rs 3,500
Validity: 3 months from bill date.
Upload requirement: PDF of utility bill (clear account holder name and address).
Common mistakes:
- Utility bill dated 6 months ago (exceeds 3-month validity)
- Bill in only the owner's name (acceptable if authority letter is provided)
- Blurred bill with unreadable address or account number
- Virtual office address with no supporting NOC
Best practice: Use authority letter + utility bill combination for flexibility. Utility bill can be in owner's name if authority letter explicitly permits company use.
4. Company Identification (CIN and PAN)
Required information:
- CIN (21-digit unique company ID) – From Certificate of Incorporation
- Company name
- Email address (registered with MCA)
- Phone number
Format: Digital copy (not scanned certificate required; MCA pulls data from its own records using CIN).
Validity: Lifetime.
How to find:
- CIN appears on CoI, GST Certificate, and all previous ROC filings
- Example CIN: U62000TG2023PTC123456 (state code + district code + year + type + series number)
5. Director DINs (Director Identification Numbers)
Required: DIN of all active directors.
Format: Digital copy or manual entry during form filling.
What it is: 8-digit unique identifier assigned to each director by MCA.
Validity: Lifetime.
How to find:
- DIN appears on previous ROC filings, director resignation letters, or board resolutions
- Search DIN database: https://www.mca.gov.in/DIN
Example: DIN: 01234567
Common mistakes:
- Entering incorrect DIN (typo in digit)
- Listing inactive directors (who have already resigned)
- Missing DINs for alternate directors
Ensure DINs match active directors on your current Board. If director resigned, don't include their DIN. MCA verifies DIN-to-director mapping.
6. Digital Signature Certificate (DSC)
Required: Active DSC of authorized signatory (Managing Director or Company Secretary).
Format: Uploaded during form submission (not as file, but as authentication mechanism).
Validity: Must not be expired.
Check DSC validity:
- Open MCA e-Form portal
- Click "Verify DSC"
- Enter DSC details – portal confirms active/inactive status
Common mistakes:
- Signing with expired DSC (causes submission failure)
- Using personal DSC instead of company DSC
- DSC of director who no longer holds office
7. Proof of Vacating Old Address (Optional but Recommended)
What it is: Letter from previous landlord or property owner confirming cessation of lease.
Content:
- Date
- Company name and CIN
- Previous address and lease period
- Confirmation: "Company has vacated the premises and lease agreement has been terminated"
- Owner signature
Example:
LANDLORD LETTER
Date: 5th July 2026
To the Registrar of Companies,
XYZ Private Limited (CIN: U62000TG2023PTC123456) has been occupying Office No. 101 at 'Old Address, Hyderabad' under a lease agreement from 1st Jan 2023 to 30th June 2026. The company has now vacated the premises and the lease agreement has been terminated by mutual consent.
Property Owner: [Name]
Signature: [Signature]
Seal: [Seal]
Format: PDF, signed and dated.
Why include it: Strengthens filing and signals company is not operating from two addresses simultaneously (which raises compliance red flags).
Validity: Recent (within 1 month of new address occupancy).
Validity Chart: Document Freshness
Tax Rate Chart
Summary
Rent Agreement
Ownership Deed
Utility Bill
Board Resolution
File Format & Size Requirements
Accepted formats:
- PDF only
- No image files (JPG, PNG) unless converted to PDF
File size limit: 10 MB per document
How to prepare:
- Scanned documents must be clear and legible (min 200 DPI resolution)
- Combine multi-page documents into single PDF (e.g., 3-page rent agreement = 1 PDF file)
- Remove watermarks or extra blank pages
Upload process:
- MCA form has drag-and-drop upload field
- Click "Select Files" → choose PDF → click "Upload"
- Wait for upload confirmation before proceeding
Complete Document Checklist by Scenario
Scenario 1: Same-City Change
- Board resolution (PDF)
- New address proof: Rent agreement OR ownership deed OR authority letter + utility bill (PDF)
- Proof of vacating old address (optional, PDF)
- Company CIN and contact details
- Director DINs (all active directors)
- Active DSC of signatory
Scenario 2: Different City, Same State
- Board resolution (PDF)
- New address proof: Rent agreement OR ownership deed OR authority letter + utility bill (PDF)
- Proof of vacating old address (optional, PDF)
- Company CIN and contact details
- Director DINs (all active directors)
- Active DSC of signatory
Scenario 3: Inter-State Change
- Board resolution (PDF)
- Shareholder resolution (PDF)
- New address proof: Rent agreement OR ownership deed OR authority letter + utility bill (PDF)
- Proof of vacating old address (optional, PDF)
- Company CIN and contact details
- Director DINs (all active directors)
- Active DSC of signatory
Frequently Asked Questions
Frequently Asked Questions
Can I use a WhatsApp message from landlord as authority letter?
No. Authority letter must be signed (or digitally signed) and dated on formal letterhead or plain paper with the landlord's clear signature. WhatsApp messages are not legally recognized by MCA.
What if the utility bill is in the landlord's name, not company name?
Acceptable only if you provide a signed authority letter from the landlord authorizing company use. The combination of authority letter + utility bill (owner's name) = valid proof.
Is a notarized rent agreement valid if not registered with sub-registrar?
Yes. A notarized rent agreement (certified by a notary public) is acceptable even if not formally registered. MCA accepts both registered and notarized documents as valid proof.
My lease is for 6 months; can I still use it as proof?
Yes. Even a 6-month lease is valid proof. MCA does not mandate minimum lease duration; it only requires proof of current occupancy/authorization.
Can board resolution be signed digitally via WhatsApp?
No. Board resolutions must be signed manually (wet signature) or with a DSC (Digital Signature Certificate). DSC signature is strongly preferred for MCA submissions.
If I'm moving to a co-working space, what proof do I need?
Proof: Letter from co-working space operator (authority letter) + membership bill or invoice + utility bill in co-working operator's name. Ensure the NOC explicitly permits registered office use.
Is 3-month validity for utility bill calculated from bill date or payment date?
From bill date. If the bill is dated 1st April 2026, it remains valid until 1st July 2026, regardless of payment date.
What if my old lease agreement expires before INC-22 approval?
No issue. You're moving out anyway. Once you vacate, provide optional proof of landlord confirmation (vacating letter). MCA does not require proof of continued occupancy of old address.
Can a charter party agreement or licence serve as address proof?
Only if it explicitly names the new registered office address and authorizes company use of the full space. General partnership deeds or associate membership documents are not accepted unless they clearly state address and occupancy terms.
Do I need to certify board resolution by a chartered accountant or notary?
No. Certification by Company Secretary or a director is sufficient. MCA does not require CA/notary certification for board resolutions (though it doesn't hurt to add it).
Common Rejection Reasons and Fixes
| Rejection Reason | Why It Happens | How to Fix |
|---|---|---|
| Address proof older than 3 months | Old utility bill or stale rent agreement | Obtain fresh utility bill or re-register rent agreement within 3 months |
| Board resolution lacks new address postal code | Abbreviated address ("Hyderabad office") | Re-do board resolution with complete address including postal code |
| Shareholder resolution for same-city move | Unnecessary approval filed | Remove shareholder resolution; same-city only needs board approval |
| Utility bill in third-party name with no letter | Authority letter missing | Obtain authority letter from property owner + re-file |
| DSC of signatory expired | Signatory's DSC renewed after resolution** | Get fresh DSC issued; re-sign and re-file |
| Multiple PDFs uploaded separately | Each document uploaded as separate file | Combine multi-page docs into single PDF and re-upload |
Final Checklist: Before Clicking Submit
- All PDFs are clear and legible (no blurred text)
- File sizes under 10 MB each
- CIN correctly entered (21 digits)
- Old address matches Certificate of Incorporation
- New address matches authority letter, rent agreement, and utility bill (word-for-word)
- Address includes postal code
- Board resolution includes both old and new addresses
- Shareholder resolution included (if inter-state move)
- Director DINs verified (no inactive directors listed)
- DSC of signatory is active (verified via MCA portal)
- Filing fee of ₹100 ready for payment
Summary
Document submission is the most critical step in INC-22 filing. The majority of rejections stem from address proof issues (stale dates, incomplete addresses, wrong file formats) and missing shareholder approval for inter-state moves. Ensure all documents are fresh (within 3 months), complete (full address with postal code), and correctly formatted (PDFs only, clear legibility). For inter-state changes, always include shareholder resolution; for same-city moves, it is not required and including it may slow processing.
Source: Ministry of Corporate Affairs, Companies Act 2013, Section 12; MCA e-Form INC-22 Instructions; Registration Act 1908; Companies (Management and Administration) Rules 2014.
