Delay in filing for Shifting of RO within the city
Videha Jain
Hi everyone, need a quick practical insight on an RO shifting matter:
A pvt limited company shifted its RO within the city in May 2025, but INC-22 was never filed. Subsequently, AOC-4 and MGT-7were filed using the old address.
We are now filing the delayed INC-22 with the actual May 2025 effective date (attracting late fees).
Will the MCA portal throw any validation errors due to the address discrepancy in the annual returns?
Does this mismatch pose a risk of scrutiny/compounding later, or can we proceed with the May 2025 date?
Has anyone handled a similar case recently? Thanks!
CS Varun Aggarwal
In my experience, the MCA portal generally does not throw a validation error while filing a delayed INC-22 merely because AOC-4/MGT-7 for the intervening period were filed with the old registered office address. The form is processed based on the particulars being updated through INC-22.
However, from a compliance perspective, there is technically a delay in intimating the change of registered office under Section 12 of the Companies Act, 2013. Filing INC-22 now with the actual effective date of May 2025 and paying the applicable additional fees would be the correct approach rather than backdating the records differently.
The mismatch between the actual RO and the address disclosed in AOC-4/MGT-7 may be noticed during scrutiny, inspection, secretarial audit, due diligence, or any future regulatory review. While such cases are generally resolved by filing the delayed INC-22, the company should maintain proper supporting documents (board resolution, amended utility bill, NOC/ownership proof, etc.) evidencing that the RO was genuinely shifted in May 2025.
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Arun Kumar Maitra
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Risks of Scrutiny and Compounding Liabilities Filing INC-22 with a May 2025 effective date creates a clear, permanent digital footprint of non-compliance on the MCA master data. This causes two distinct statutory violations: 1. Section 12(4) Violation (Delayed Reporting) Under Section 12(4) of the Companies Act, 2013, a company must intimate the ROC within 30 days of shifting its registered office. · The Penalty: Filing late triggers an automatic additional per-day fee. However, paying late fees on the portal only regularizes the filing process; it does not grant legal immunity from the underlying violation. · The ROC retains the right to issue a physical Show Cause Notice and impose an independent penalty up to ₹1,00,000 on the company and ₹1,00,000 on every defaulting officer for delayed compliance. [ · 2. Section 12(3)(c) Violation (Misrepresentation in Annual Filings) Because AOC-4 and MGT-7 were filed using the old address after the physical relocation had already taken place, you have submitted legally binding documents containing incorrect information. Strategic Steps to Proceed Obtain a fresh utility bill (under 2 months old) along with the property owner's NOC matching the bill exactly. |
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File Form INC-22 using the actual May 2025 date and pay the accrued daily late fees. |
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File a revised Form MGT-7 containing the corrected historical corporate profile |
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Proactively file a Compounding Application (Form GNL-1) under Section 441 of the Act for the period of delay. CA CS Arun Kumar Maitra |
CA Rajesh Sewlani
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Regards,
CA Rajesh Sewlani
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Videha Jain
Videha Jain & Co.
Practicing Company Secretary
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On 19 Jun 2026, at 2:02 PM, CA Rajesh Sewlani <raj...@rcsa.pro> wrote:
hi videhaapart from AOC 4 / MGT7 etc, please check other documents ie letterhead, invoices vouchers etc. which address was given in those documents. also you need to check GST document, if new address was given on GST portalapart from ROC/MCA there are consequences from Income Tax and GST also.and of course comapny is liable for penalties for showing AGM on wrong address and filing of AOC4/MGT7 etc on wrong addressOn Fri, Jun 19, 2026 at 12:37 PM Videha Jain <csvide...@gmail.com> wrote:Hi everyone, need a quick practical insight on an RO shifting matter:
A pvt limited company shifted its RO within the city in May 2025, but INC-22 was never filed. Subsequently, AOC-4 and MGT-7were filed using the old address.
We are now filing the delayed INC-22 with the actual May 2025 effective date (attracting late fees).
Will the MCA portal throw any validation errors due to the address discrepancy in the annual returns?
Does this mismatch pose a risk of scrutiny/compounding later, or can we proceed with the May 2025 date?
Has anyone handled a similar case recently? Thanks!
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Regards,
CA Rajesh Sewlani
<Mail Attachment.png> Chartered Accountants
1307, Cosmos Towers | Sarovar Vihar Road | Sector 11 | CBD Belapur | Navi Mumbai 400614
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www.facebook.com/rsewlani twitter @sewlani
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CA Rajesh Sewlani
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Regards,
CA Rajesh Sewlani
Chartered Accountants
Arun Kumar Maitra
1. Will the MCA portal throw validation errors due to the address discrepancy?
No, the MCA V3 portal won’t block you from filing INC-22 with a May 2025 effective date just because AOC-4/MGT-7 were filed earlier with the old address.
Reason: INC-22, AOC-4, and MGT-7 are independent filings. The system doesn’t do a real-time cross-check of RO address between forms at the time of filing. INC-22 will accept the new address and effective date, but you’ll pay late fees based on the delay from May 2025.
You may see a warning, not a hard error, if you try to view the “master data” while the INC-22 is pending approval.
2. Does this mismatch pose a risk of scrutiny/compounding later, or can you proceed with May 2025 date?
You can and should file with the actual effective date of May 2025. That’s the correct legal position under Section 12(4) of the Companies Act, 2013.
Risks:
Notice from ROC: If ROC does a data mismatch check, they may send a notice asking why annual returns show the old address. It’s a procedural non-compliance, not a major violation.
Compounding: Technically, not filing INC-22 within 30 days of the shift is an offence u/s 12(4) r/w Section 12(8). Penalty is ₹1,000/day max ₹1 lakh for the company and ₹500/day max ₹25,000 for officers. But in practice, ROCs accept delayed filing with late fees and close it. Compounding is rare for this alone unless it’s part of a larger investigation.
No impact on validity: Filing INC-22 now with May 2025 as effective date validates the shift. The address in master data will update once INC-22 is approved.
What to do now:
1. File INC-22 with effective date as the date of Board resolution/shift in May 2025. Attach: Board resolution, proof of new address, utility bill, NOC from owner, rent agreement if any. Pay late fees.
2. Attach a cover note/attachment: In INC-22 optional attachment, add a note stating: “RO was shifted within city limits w.e.f. May 2025. Due to inadvertent oversight, INC-22 was delayed. AOC-4 and MGT-7 for FY 2024-25 were filed using old address before the change was updated in master data. The company undertakes to update future filings with the new address.”
3. Future filings: Use the new address going forward.
4. Don’t revise AOC-4/MGT-7 unless ROC specifically asks. Revising is messy and usually unnecessary for an address change within the same city.
Has anyone handled this?
Yes, this happens often. Most practicing CSs file INC-22 late with the actual date, pay late fees, and close it. Unless ROC opens adjudication, it doesn’t go to compounding. I’ve seen this cleared routinely in 2024-2025
File INC-22 now with the May 2025 date. The discrepancy won’t block filing and won’t usually lead to compounding. Just keep the Board resolution and proof ready in case ROC asks.
Please take the above actions in consultation with a consultant.
CA CS Arun Kumar Maitra
Videha Jain
Regards,
CA Rajesh Sewlani
<noname.png> Chartered Accountants
1307, Cosmos Towers | Sarovar Vihar Road | Sector 11 | CBD Belapur | Navi Mumbai 400614
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CA Kamal Mall
Many thanks to Arun Sir for describing the matter and providing such a well-reasoned response.
This truly reflects the spirit of professionalism and knowledge-sharing. I sincerely appreciate your REGULAR valuable guidance.
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