A rejected INC-22 filing for a registered office change usually comes down to missing or stale documents, or to the wrong approval for the kind of move. This guide sets out which approvals each type of move needs, the documents Rule 25 of the Companies (Incorporation) Rules, 2014 asks for, and how to avoid re-filing.
If you want the filing sequence itself, from board resolution to shareholder approval and INC-22, see our step-by-step guide to changing a private limited company's registered office address.
Which Approval Does Your Move Need?
| Type of move | Approval | Forms |
|---|---|---|
| Within the local limits of the same city, town or village | Board resolution | INC-22 within 30 days of the change (Section 12(4)) |
| Outside local limits, same state, same ROC | Board resolution plus special resolution of shareholders (Section 12(5)) | MGT-14 within 30 days of the resolution; INC-22 within 30 days of the change |
| Same state, but to the jurisdiction of a different ROC | Special resolution plus confirmation by the Regional Director (proviso to Section 12(5)) | MGT-14, INC-23 to the Regional Director, then INC-28 and INC-22 after confirmation |
| To another state | Special resolution altering the situation clause of the memorandum (Section 13(4)) and approval of the Central Government, exercised by the Regional Director | MGT-14, INC-23 (with notices to creditors, the state government and a newspaper advertisement), INC-28 with the order, INC-22 |
A shift outside the city always needs a special resolution, not an ordinary one: votes in favour must be at least three times the votes against (Section 114(2)).
Document Checklist for INC-22
Rule 25 of the Companies (Incorporation) Rules, 2014 asks for proof of the new registered office:
| Document | Requirement |
|---|---|
| Title or tenancy proof | Registered title deed in the company's name, or a notarised lease or rent agreement in the company's name with a rent receipt not older than one month |
| Owner's authorisation (NOC) | Where the premises belong to someone else (for example a director's home), authorisation from the owner or authorised occupant to use the premises as the registered office, with proof of their ownership or occupancy |
| Utility bill | Telephone, gas, electricity or similar bill showing the address, in the owner's name, not older than two months |
| Board resolution | Certified copy approving the change and authorising a director or company secretary to file |
| Special resolution | Certified copy, where the move is outside local limits (already filed in MGT-14) |
| Regional Director's order | Where applicable, filed through INC-28 |
| Digital signature | Valid DSC of the director, manager, CEO, CFO or company secretary signing the form, plus practising professional certification where the form requires it |
Board Resolution Template (Move Within the Same City)
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS
OF XYZ PRIVATE LIMITED AT ITS MEETING HELD ON [DATE]
RESOLVED THAT the registered office of the Company be shifted from
[old address with PIN code] to [new address with PIN code], within the
local limits of [city], with effect from [date].
RESOLVED FURTHER THAT [name], Director (DIN: [DIN]), be and is hereby
authorised to file Form INC-22 with the Registrar of Companies and to do
all acts necessary to give effect to this resolution.
For XYZ Private Limited
[Name], Director, DIN [DIN]
For a move outside local limits, the board resolution approves the proposal and calls a general meeting (or a postal ballot) to pass the special resolution.
Timelines and Fees
| Step | Time limit |
|---|---|
| MGT-14 for the special resolution | Within 30 days of passing it |
| INC-22 | Within 30 days of the change of registered office (or of the Regional Director's order, where needed) |
| INC-28 | Within the period prescribed in Rule 28 (intra-state) or Rule 30 (inter-state) after receiving the Regional Director's order |
The INC-22 filing fee depends on nominal share capital under the Companies (Registration Offices and Fees) Rules, 2014 (for example Rs 200 where capital is below Rs 1 lakh, rising in slabs to Rs 600 at Rs 1 crore and above), and late filing attracts additional fees that rise with the length of the delay.
Common Rejection Reasons
| Reason | Fix |
|---|---|
| Utility bill older than two months | Attach a fresh bill |
| Rent agreement not in the company's name, or no recent rent receipt | Execute or amend the agreement in the company's name and attach a receipt not older than one month |
| No owner's NOC for a director's or relative's property | Attach the owner's authorisation with proof of ownership |
| Address differs across documents | Make the address identical, including floor, building and PIN code |
| Ordinary resolution used for a move outside the city | Pass a special resolution and file MGT-14 first |
| Inter-state or inter-ROC move filed without the Regional Director's order | Obtain the order through INC-23 and file INC-28 before INC-22 |
Before You Submit
- Right approval for the type of move (board, special resolution, Regional Director)
- MGT-14 filed for any special resolution
- Title deed or notarised rent agreement with rent receipt not older than one month
- Owner's NOC where the company does not own or rent the premises directly
- Utility bill not older than two months
- Address identical across all documents, with PIN code
- Valid DSC of the signatory
- INC-22 filed within 30 days
Source: Companies Act, 2013, Sections 12, 13(4) and 114; Companies (Incorporation) Rules, 2014, Rules 25, 28 and 30; Companies (Registration Offices and Fees) Rules, 2014. Check the current e-form instructions on mca.gov.in before filing.
