FILING OF FORM INC – 22 UNDER THE COMPANIES ACT, 2013

Registered office

A company is required to have a registered office within 30 days from the date of its incorporation, capable of receiving and acknowledging all communications and notices as may be addressed to it. The Registered Office of the company may be owned by the company; owned by the Director of the Company; taken on lease by company or owned by any other entity/Person (Not taken on lease by company). Section 12(2) of the Companies Act, 2013 (‘Act’ for short) provides that the company shall furnish to the Registrar of Companies, verification of its registered office within a period of 30 days of its incorporation in such manner as may be prescribed.

Verification of Registered Office

The verification of the registered office shall be filed in Form No.INC.22 along with the fee. The said form is to submitted online along with the following documents-

• the registered document of the title of the premises of the registered office in the name of the company; or
• the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than 1 month;
• the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and
• the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than 2 months.

Change of registered office

Section 12 (4) of the Act provides that notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within 30 days of the change, who shall record the same.

Section 12(5) of the Act provides that except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,-

• in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and
• in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where itmay be situated later by virtue of a special resolution passed by the company.

No company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the prescribed manner. The said confirmation shall be communicated within a period of 30 days from the date of receipt of application by the Regional Director to the company. The company shall file the confirmation with the Registrar within a period of 60 days of the date of confirmation. The Registrar of Companies shall register the same and certify the registration within a period of 30 days from the date of filing of such confirmation. The said certificate shall be conclusive evidence that all the requirements of this Act with respect to change of registered office have been complied with and the change shall take effect from the date of the certificate.

The notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.

Purposes of the Form INC 22

The purposes of filing the Form INC 22 are as below-

• change of registered office within local limits of city, town or village;
• change of registered office outside local limits of city, town or village, within the same Registrar of Companies and State;
• change in Registrar of Companies within the same state;
• change in state within the jurisdiction of same Registrar of Companies;
• change in state outside the jurisdiction of existing Registrar of Companies.

Signing the form

The Form INC 22 shall be signed digitally by the authorised person and the authorised person is to give declaration as to all the information given herein above is true, correct and complete including the attachments to this form and nothing material has been suppressed.

Certification

A practising Company Secretary/Chartered Accountant/Cost Accountant, who is engaged by the company for certification of Form INC 22 is to certify that he has gone through the provisions of the Act and rules thereunder for the subject matter of this form and matters incidental thereto and he has verified the above particulars (including attachment(s)) from the original records maintained by the company which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed. He is further to certify that –

1. The said records have been properly prepared, signed by the required officers of the company and maintained as per the relevant provisions of the Act and were found to be in order.
2. He has opened all the attachments to this Form and have verified these to be as per requirements, complete and legible.
3. He is further to declare that he has personally visited the registered office given in the form at the address mentioned in the form and verified that the said registered office of the company is functioning for the business purposes of the company.

The professional is also to sign the form digitally.

SRN

After submission of the form SRN will be generated. The status of the form will be available in MCA dashboard. This form is usually processed under STP, automated approval, if it is correct in all aspects.

Rejection

The form INC 22 may be rejected due to technical/document mismatches not on interpretational issues.

Non requirement of filing Form INC 22

If registered office is declared in SPICe+ form, then INC 22 filing is not required. But if address is not fully verified at incorporation state, the Form INC 22 must be filed within 30 days from the date of its incorporation.

Penalty

Section 12 (8) of the Act provides that if any default is made in complying with these requirements, the company and every officer who is in default shall be liable to a penalty of Rs.1000/- for every day during which the default continues but not exceeding Rs.1 lakh.

If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company. If any default is found to be made in complying with the requirements of section 12 (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies.

Case Study

The professional is expected to thoroughly check all the attachments and details filled therein before certifying e-forms to be filed with the Regulators.

A member of the Institute in practice shall be deemed to be guilty of professional misconduct under Clause (7) of Part I of the Second Schedule to the Company Secretaries Act, 1980, if he does not exercise due diligence, or is grossly negligent in the conduct of his professional duties.

¹A complaint of professional or other misconduct was received against one Practicing Company Secretary (‘PCS’ for short) inter-alia alleged various irregularities in e-forms certified by the Respondent for a private limited company (herein after referred to as ‘the company’), as under:

• Form INC-22 (1st Form): 

(a) The Board resolution in respect of shifting the registered office of the company was not attached;

(b) No objection certificate for use of premises was not given by the owner/ lessor;

(c) Lease deed was not notarized;

(d) There were many unfilled blanks in the lease deed; and

(e) There was only one witness to the lease deed. His signature and address were not there in the lease deed.

• Form INC-22 (2nd Form):

(a) No objection certificate for use of premises was not given by the owner/ lessor;

(b) Lease deed was not notarized; (c) There were many unfilled blanks in the lease deed; and (d) There was only one witness to the lease deed. His signature and address were not there in the deed.

• Form INC-22 (3rd Form):

(a) Incorrect address mentioned in Board resolution attached to the form;

(b) No objection certificate for use of premises was not given by the owner/ lessor;

 (c) Lease deed was not notarized;

(d) There were many unfilled blanks in the lease deed; and

 (e) There was only one witness to the lease deed. His signature and address were not there in the lease deed.

The PCS has stated that the intimation regarding situation of registered office of the company was not filed by the company. Accordingly, at first the company filed form INC-22 (1st Form) along with late fee for the intimation of situation of its registered office at the said place. Thereafter, the company filed another form INC-22 (2nd Form) for intimation of shifting of its registered office. After 3 days, it came to the notice of the company that while submitting Form INC-22 (2nd Form) a wrong pin code was entered in the said form instead of correct pin code, due to typographical error. Therefore, to rectify this mistake, the company filed another Form INC-22 (3rd Form) just to correct the pin code of the registered office address of the company. The PCS further submitted that due to oversight while filing aforesaid forms INC-22, wrong documents were attached and copy of lease deed without notarization was attached. Further, as per applicable rules and regulations, if lease deed is attached in Form INC-22, then NOC from the owner/ lessor is not required to be attached in the form. The PCS has stated that it is regrettable that inadvertent errors had occurred in the attachment of documents, including unnotarized lease deed and wrong pin code in forms INC-22. The PCS has admitted certifying aforesaid forms INC-22 with incomplete documents due to oversights.   The PCS admitted the errors in the aforesaid forms INC-22 certified by him before the Disciplinary Committee and pleaded ‘Guilty’ to the charges. The Disciplinary Committee after considering the admission of ‘Guilt’ by the PCS, the materials on record, the nature of issues involved in the matter and in the totality of the facts and circumstances of the case, held the PCS ‘Guilty’ of Professional Misconduct under clause (7) of Part I of the Second Schedule to the Act for not exercising due diligence. The Disciplinary Committee, after giving an opportunity of being heard to the PCS, passed an order of ‘Reprimand’ and Fine of Rs. 15000/- to the PCS.

Reference:

1. Chartered Secretary journal, February 2025 issue – Page No. 141.