INC-22: Everything You Need to Know About Filing for a Registered Office Address

When setting up a company in India, one of the first compliance requirements you'll encounter is filing for a registered office address. This is done through a form called INC-22, which informs the Registrar of Companies (ROC) about your company's official address. But what exactly is a registered office, and why is it mandatory to file INC-22? In this comprehensive guide, we'll answer these questions and walk you through the process of filing INC-22 step by step.

Understanding Registered Office and INC-22

Before we dive into the nitty-gritty of INC-22, let's first clarify what a registered office is and why it's a legal requirement for companies in India.

What is a registered office?

A registered office is the official address of a company where all its statutory books and records are kept and made available for inspection by the authorities. It serves as the primary point of communication between the company and the ROC, as well as other government agencies and the general public.

Think of it as your company's "permanent residence" - a fixed address that remains associated with your business even if your actual operations are conducted from elsewhere. Just like individuals need a permanent address for official correspondence and legal purposes, companies need a registered office address.

Why is a registered office mandatory?

Section 12 of the Companies Act, 2013 mandates that every company must have a registered office from the 30th day of its incorporation. The registered office serves several critical functions:

1. Legal identity: It establishes the company's legal presence and jurisdiction. The address mentioned in the incorporation documents is considered the registered office unless changed through INC-22.

   
   

2. Statutory compliance: Many legal notices and official communications from government authorities are sent to the registered office. Maintaining a valid registered office ensures that the company receives these communications and remains compliant.

   
   

3. Public record: The registered office address is a matter of public record, available for inspection by stakeholders, investors, and regulators. It lends credibility and transparency to the company.

   
   

4. Dispute resolution: In case of legal disputes, the registered office address determines the jurisdiction where cases can be filed against the company.

   
   

Failure to maintain a registered office or to intimate any change in address to the ROC can attract penalties and legal consequences for the company and its directors. That's where filing INC-22 comes into play.

What is INC-22?

INC-22 is a form used to intimate the ROC about the situation of the registered office of a company. It's a mandatory filing under the Companies Act, 2013, and must be submitted to the ROC within 30 days of incorporation or any subsequent change in the registered office address.

The form contains details of the company's registered office, including:

• The full address of the premises

• The name of the owner or lessor of the property

• Proof of ownership or lease agreement

• Photographs of the premises showing the company's name board and inside office

• A declaration from the company's director or authorized representative that the premises are suitable for use as a registered office

  
  

Let's take a closer look at each of these requirements and how to fulfill them.

Registered office address

The first and most crucial piece of information in INC-22 is the full address of the company's registered office. This should include the following details:

• Flat/Door/Block No.

• Name of Premises/Building/Village

• Road/Street/Lane

• Area/Locality

• Town/City/District

• State

• Country

• PIN Code

• Email ID

• Phone (with STD code)

  
  

Ensure that the address provided is complete, accurate, and matches the proof of ownership or lease agreement submitted with the form. Even minor discrepancies can lead to the form being rejected.

Ownership or lease details

Next, INC-22 requires information about the ownership or lease status of the registered office premises. You'll need to provide the name of the owner or lessor of the property, along with proof of ownership or a valid lease agreement.

If the premises are owned by the company itself, a copy of the sale deed or property registration documents should be attached. If the premises are leased, a copy of the lease agreement duly signed by the owner and the company's authorized representative should be provided.

The lease agreement should be valid for at least 11 months from the date of filing INC-22. If the lease is for a shorter duration, the company will need to file a fresh INC-22 intimating the new address once the lease expires.

Photographs of the premises

To verify the physical existence of the registered office, INC-22 requires the company to attach photographs of the premises showing:

1. The exterior of the building with the company's name board clearly visible

2. The interior of the office with furniture and fixtures in place

   
   

The photographs serve as visual proof that the company has a functional office at the specified address. Make sure the images are clear, well-lit, and show the relevant details prominently.

Declaration by director or authorized representative

Finally, INC-22 must be accompanied by a declaration from one of the company's directors or an authorized representative stating that the registered office is suitable for carrying out the company's business and that all the requirements of the Companies Act, 2013 have been complied with.

This declaration is given on a non-judicial stamp paper of appropriate value, duly signed, and attested. It serves as a legal undertaking by the company that the information provided in INC-22 is true and correct to the best of their knowledge.

Filing INC-22: Step by Step

Now that we've covered the key components of INC-22, let's walk through the process of actually filing the form. Here's a step-by-step guide:

Step 1: Gather the required documents

Before filling out INC-22, collect all the necessary documents and information, including:

• Complete registered office address

• Proof of ownership or lease agreement

• Photographs of the premises (exterior with name board and interior)

• Declaration on non-judicial stamp paper

• Digital signature certificate (DSC) of the director or authorized representative signing the form

  
  

Step 2: Access INC-22 on the MCA portal

INC-22 is filed electronically through the Ministry of Corporate Affairs (MCA) portal. Log in to the portal using your company's corporate identification number (CIN) and authorized signatory's credentials.

Navigate to the "Forms and Downloads" section and select INC-22 from the list of available forms.

Step 3: Fill out the form

The INC-22 form is divided into several sections, each asking for specific details about the company and its registered office. Fill out each section accurately and completely, double-checking the information before proceeding.

Some key points to keep in mind:

• Ensure that the registered office address is entered in the correct format, including the PIN code

• Mention the full name and address of the owner or lessor of the premises

• Select the appropriate option for the type of premises (owned or leased)

• Enter the date from which the registered office is effective

• Attach all the required documents in the prescribed format and size

Step 4: Pay the filing fee

There is a nominal filing fee for INC-22, which can be paid online using a credit card, debit card, or net banking. The fee amount will be displayed on the screen before submission.

Step 5: Submit the form

Once you've filled out all the details and attached the necessary documents, review the form thoroughly for any errors or omissions. If everything is in order, digitally sign the form using the authorized signatory's DSC and click on the "Submit" button.

The system will generate an acknowledgment receipt with a unique Service Request Number (SRN). Keep this number safely as it will be required for any future correspondence or status tracking.

Step 6: Track the status

After submission, INC-22 will be processed by the ROC. You can track the status of your application on the MCA portal using the SRN. If the ROC finds any discrepancies or requires additional information, they will raise a query which must be responded to within the specified timeframe.

Once the ROC approves the form, the registered office address will be updated in the company's records. You'll receive a confirmation email from the MCA, and the new address will be reflected on the MCA website.

Frequently Asked Questions

Let's address some common questions and concerns about filing INC-22:

When should INC-22 be filed?

INC-22 should be filed within 30 days of the company's incorporation or any subsequent change in the registered office address. Failure to file within the prescribed time can attract penalties and legal consequences.

Can INC-22 be filed for a proposed registered office?

No, INC-22 can only be filed for a functional registered office that is already set up and operational. The photographs and declaration submitted with the form serve as proof of the office's physical existence.

Can the registered office be a virtual address or co-working space?

While there is no explicit prohibition on using a virtual address or co-working space as a registered office, it's advisable to have a dedicated physical premises for this purpose. The ROC may raise queries if the address appears to be a shared or temporary space.

What happens if there is a change in the registered office address?

If the company shifts its registered office to a new address, a fresh INC-22 must be filed within 30 days of the change. The process remains the same, with the new address details and supporting documents being provided.

Can INC-22 be filed through a professional service provider?

Yes, many companies choose to file INC-22 and other compliance forms through professional service providers like chartered accountants, company secretaries, or legal firms. These experts can ensure that the form is filed accurately and on time, avoiding any potential delays or rejections.

How Fiscal Flow Can Help

Filing INC-22 and ensuring compliance with registered office requirements can seem like a daunting task, especially for new entrepreneurs. That's where Fiscal Flow comes in. As a leading provider of tax and compliance services in India, we have extensive experience in assisting businesses with all aspects of company incorporation and regulatory filings.

Our team of chartered accountants, company secretaries, and legal experts can help you:

• Identify a suitable registered office premises that meets all the statutory requirements

• Draft and execute lease agreements or sale deeds for the premises

• Gather and prepare all the necessary documents for filing INC-22, including photographs and declarations

• Fill out the INC-22 form accurately and completely, ensuring compliance with all the provisions of the Companies Act

• File the form electronically on the MCA portal and track its status till approval

• Respond to any queries or clarifications raised by the ROC during processing

• Provide ongoing support for any subsequent changes in the registered office address

  
  

With Fiscal Flow by your side, you can rest assured that your company's registered office compliance is in safe hands. We'll take care of the paperwork and legal formalities, allowing you to focus on growing your business.

If you're looking to set up a new company or need assistance with INC-22 or any other compliance matter, reach out to us today. Our experts are here to guide you every step of the way and ensure that your entrepreneurial journey is smooth and hassle-free.