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INC-22: Notice of situation or change of situation of registered office
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Introduction
Form INC-22 is a critical compliance document for companies registered under the Companies Act, 2013 in India. It serves as a formal notification to the Registrar of Companies (RoC) regarding the situation or any change in the situation of the registered office of a company. The registered office is where all official communications and notices from the government and other entities are sent, making it a vital aspect of a company’s legal identity.
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Who Needs to File?
Any company incorporated under the Companies Act, 2013, whether a private limited company, public limited company, one-person company, or any other type of registered entity, must file Form INC-22 to notify the RoC of the location of its registered office or any change in its location.
Importance of Filing Form INC-22
- Legal Compliance: Filing INC-22 ensures that the company remains compliant with the legal requirements under the Companies Act, 2013.
- Updated Records: It helps maintain accurate records with the RoC, which is crucial for transparency and regulatory oversight.
- Communication: The registered office is the official address for all communications from the government, including tax notices and other legal correspondence.
- Legal Standing: Failure to maintain an updated registered office address can lead to legal consequences and affect the company’s standing.
Deadline for Filing
The deadline for filing Form INC-22 depends on the nature of the change:
- At the Time of Incorporation: The company must file INC-22 within 30 days from the date of incorporation to confirm the registered office’s address.
- Change of Registered Office: If the company changes its registered office, the change must be notified within 30 days from the date of such change.Â
Documents Required
- Proof of Registered Office Address: This could be a lease agreement, utility bill (not older than 2 months), or property tax receipt.
- No Objection Certificate (NOC): From the owner of the premises, if the office is not owned by the company.
- Board Resolution: Copy of the board resolution authorizing the change in the registered office.
- Special Resolution: If the registered office is being shifted from one state to another, a special resolution passed by the shareholders is required.
Penalties for Non-Compliance
Failure to file Form INC-22 within the stipulated time can result in penalties:
- Company Penalty: The company may be fined up to ₹1,000 per day during which the default continues, subject to a maximum of ₹1,00,000.
- Officer Penalty: Every officer of the company who is in default may be fined up to ₹1,000 per day, subject to a maximum of ₹1,00,000.
Filing Process
The process for filing Form INC-22 is as follows:
- Prepare Documents: Gather all necessary documents, including proof of the registered office address, NOC, board resolution, etc.
- Login to MCA Portal: Access the Ministry of Corporate Affairs (MCA) portal using the company’s credentials.
- Fill in Details: Complete Form INC-22 with the relevant details, including the new address, and upload the required documents.
- Digital Signature: The form must be digitally signed by a director or an authorized signatory of the company.
- Pay Fees: Pay the requisite filing fee, which varies depending on the authorized capital of the company.
- Submit Form: Once all details are correctly filled, submit the form on the MCA portal.
- Acknowledgment: Upon successful submission, an acknowledgment of the filing will be provided, and the records with the RoC will be updated accordingly.
FAQs
Filing INC-22 is crucial as it ensures that your company’s registered office details are up-to-date with the Registrar of Companies (RoC). This is essential for legal compliance and ensures that all official communications reach the correct address.
By keeping your registered office address current, you maintain the company’s legal standing. Failure to update this information can lead to penalties and may compromise the company’s compliance status under the Companies Act, 2013.
Updating the registered office address ensures that all government notifications, legal documents, and other important communications are sent to the correct address, reducing the risk of missing crucial information.
Filing INC-22 promotes transparency by keeping the company’s official records accurate and accessible to the public, investors, and regulators. This builds trust with stakeholders and enhances the company’s credibility.
An updated registered office address ensures that all tax-related communications and notices from authorities are received promptly, helping to avoid penalties or legal issues related to non-receipt of critical tax documents.
Yes, timely filing of INC-22 helps avoid substantial penalties that can be imposed on both the company and its officers for non-compliance with the legal requirement to notify the RoC of changes in the registered office.
Having an updated registered office address on record makes it easier for authorities to locate and audit the company if required. It also ensures that the company is compliant, which is favorable during any inspections or audits.
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