Section 12 of Companies Act, 2013 – Registered Office of Company

SECTION 12. REGISTERED OFFICE OF COMPANY

[Effective from 1st April, 2014]

(1) A company shall, [9] [within thirty days of its incorporation] and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.

[5] [Provided that a Specified IFSC private company shall have its registered office at the International Financial Services Centre located in the approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 read with the Special Economic Zones Rules, 2006, where it is licensed to operate, at all times.]

[7] [Provided that a Specified IFSC public company shall have its registered office at the International Financial Services Centre located in the approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 read with the Special Economic Zones Rules, 2006, where it is licensed to operate, at all times.]

(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.

Exemption

In case of a Specified IFSC private company for the words “thirty days” the words “sixty day” shall be read vide Notification no. G.S.R. 9(E).dated 04th January, 2017.

In case of a Specified IFSC public company for the words “thirty days” the words “sixty day” shall be read vide Notification no. G.S.R. 08(E).dated 04th January, 2017.

(3) Every company shall—

(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;

(b) [1][have its name engraved in legible characters on its seal, if any];

(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and

(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:

Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):

Provided further that the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

(4) 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 [10] [within thirty days] of the change, who shall record the same.

Exemption

In case of a Specified IFSC private company for the words “fifteen days” the words “sixty day” shall be read vide Notification no. G.S.R. 9(E).dated 04th January, 2017

In case of a Specified IFSC public company for the words “fifteen days” the words “sixty day” shall be read vide Notification no. G.S.R. 08(E).dated 04th January, 2017

(5) Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,—

(a) 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

(b) 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 it may be situated later by virtue of a special resolution passed by the company:

Provided that 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.

[6] (5) Except on the authority of a resolution passed by the Board of Directors, the registered office of the Specified IFSC private company shall not be changed from one place to another within the International Financial Services Centre: Provided that a Specified IFSC private company shall not change the place of its registered office to any other place outside the International Financial Services Centre.]

[7] [(5) Except on the authority of a resolution passed by the Board of Directors, the registered office of the Specified IFSC public company shall not be changed from one place to another within the International Financial Services Centre: Provided that the Specified IFSC public company shall not change the place of its registered office to any other place outside the said International Financial Services Centre.]

(6) The confirmation referred to in sub-section (5) shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.

(7) The certificate referred to in sub-section (6) shall be conclusive evidence that all the requirements of this Act with respect to change of registered office in pursuance of sub-section (5) have been complied with and the change shall take effect from the date of the certificate.

(8) If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.

[(9) 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 in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (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 under Chapter XVIII.][11]

Applicable Rules

Companies (Incorporation) Rules, 2014

[Effective from 1st April, 2014]

Rule 25. Verification of registered office.—(1) The verification of the registered office shall be filed in [Form No. INC.22][2] along with the fee, and

(2) There shall be attached to said Form, any of the following documents, namely:—

(a) the registered document of the title of the premises of the registered office in the name of the company; or

(b) 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 one month;

(c) 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

(d) 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 two months.

[12][Rule 25A. Active Company Tagging Identities and Verification (ACTIVE).-(1) Every company incorporated on or before the 31st December,2017 shall file the particulars of the company and its registered office, in c-Form ACTIVE (Active Company Tagging Identities and Verification) [13]on or before 15.06.2019.

Provided that any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register:

Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e Form ACTIVE:

Provided also that in case a company does not intimate the said particulars, the Company shall be marked as “ACTIVE-non-compliant” [15] [on or after l6th June] and shall be liable for action under sub-section (9) of section 12 of the Act:

Provided also that no request for recording the following event based information or changes shall be accepted by the Registrar from such companies marked as “ACTIVE non compliant”, unless ” e-Form ACTIVE” is filed –

(i) SH-07 (Change in Authorized Capital);
(ii) PAS-03 (Change in Paid-up Capital);
(iii)[16] [DIR-12 (changes in Director except in case of:

(a) cessation of any director or

(b) appointment of directors in such company where the total number of directors are less than the minimum number provided in clause (a) of sub-section (1) of section 149 on account of disqualification of all or any of the director under section 164.

(c) appointment of any director in such company where DINs of all or any its director(s) have been deactivated.

(d) appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Code, 2016)]

(iv) INC-22 (Change in Registered Office);

(v) INC-28 (Amalgamation, de-merger)

(2) Where a company files “e-Form ACTIVE”, [14] [on or after l6th June] , the company shall be marked as “ACTIVE Compliant”, on payment of fee of ten thousand rupees”.]

[Rule 26. Publication of name by company.— (1) Every company which has a website for conducting online business or otherwise, shall disclose/publish its name, address of its registered office, the Corporate Identity Number, Telephone number, fax number if any, email and the name of the person who may be contacted in case of any queries or grievances on the landing home page of the said website.
(2) The Central Government may as and when required, notify the other documents on which the name of the company shall be printed.][3]

Rule 27. Notice and verification of change of situation of the registered office.— 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.

Rule 28. Shifting of registered office within the same State.—

[8] [(1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies shall be filed by the company with the Regional Director in Form No.INC.23 along with the fee and following documents-

(a) Board Resolution for shifting of registered office;

(b) Special Resolution of the members of the company approving the shifting of registered office;

(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

(e) acknowledged copy of intimation to the Chief Secretary of the State as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting. ]

[17] [(2) The Regional Director shall examine the application referred to in sub-rule (1) and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects.

(3) The certified copy of order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.]

 

[1] Substituted by the Companies (Amendment) Act, 2015 vide Notification S.O. 1440(E) dated 29th May 2015. Prior to the substitution, it read as under:

“(b) have its name engraved in legible characters on its seal”;

[2] Form INC.22 substituted by the Companies (Incorporation) Amendment Rules, 2015 vide Notification F. No. 01/13/2013 CL-V (Part-1), dated 1st May, 2015.

[3] Substituted by the Companies (Incorporation) Third Amendment Rules 2016 vide Notification 743(E) dated 27th July 2016. Prior to substitution it read as under:

“Rule 26. Publication of name by company.—The Central Government may as and when required, notify the other documents on which the name of the company shall be printed.”

[4] Inserted by the Companies (Incorporation) Third Amendment Rules 2016 vide Notification 743(E) dated 27th July 2016.

[5] Inserted vide Notification no. G.S.R. 9(E).dated 04th January, 2017.

[6] Substituted vide Notification no. G.S.R. 9(E).dated 04th January, 2017.

[7] Substituted vide Notification no. G.S.R. 08(E).dated 04th January, 2017.

[8] Substituted  by Companies (Incorporation) Second Amendment Rules,2017 vide Notification no. G.S.R. 955(E) dated 27th July, 2017, prior to substitution it read as follows-

“(1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in Form no. INC.23 along with the fee.

(2) The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.—

(a) publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and circulating in that district; and

(b) serve individual notice on each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within twenty one days of the date of publication of that notice:

Provided that in case no objection is received by the Regional Director within twenty one days from the date of service or publication of the notice, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application:

Provided further that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the company under the Act.

[Provided also that on completion of such inquiry, inspection or investigation as a consequence of which no prosecution is envisaged or no prosecution is pending, shifting of registered office shall be allowed.][4]“

[9] Substituted for the words “on and from the fifteenth day of its incorporation” by the Companies (Amendment)Act, 2017 vide Notification No. File No. 1/1/2018- CL.I dated 27^th July, 2018.

[10]Substituted for the words “within fifteen days” by the Companies (Amendment)Act, 2017 vide Notification No. File No. 1/1/2018- CL.I dated 27^th July, 2018.

[11] Inserted by The Companies (Amendment) Ordinance , 2018 dated 2nd November, 2018.

[12] Inserted by the Companies (Incorporation) Amendment Rules, 2019 vide G.S.R(E) 144(E) dated 21st February, 2019 effective from 25th February, 2019

[13] Substituted for the words “on or before 25.04.2019” by the Companies (Incorporation)Fourth Amendment Rules, 2019 vide Notification No. F. No. 1/ l3/2013 CL-V, part-I, Vol.II dated 25th April, 2019.

[14] Substituted for the words “on or after 26th April’ 2019” by the Companies (Incorporation)Fourth Amendment Rules, 2019 vide Notification No. F. No. 1/ l3/2013 CL-V, part-I, Vol.II dated 25th April, 2019.

[15] Substituted for the words “on or after 26th April’ 2019” by the Companies (Incorporation)Fourth Amendment Rules, 2019 vide Notification No. F. No. 1/ l3/2013 CL-V, part-I, Vol.II dated 25th April, 2019.

[16] Substituted for the words “DIR- 12 (Changes in Director except cessation)” by Companies (Incorporation) Eighth Amendment Rules, 2019 vide Notification No. G.S.R. 793(E) dated 16th October, 2019.

[17] Inserted by Companies (Incorporation) Eighth Amendment Rules, 2019 vide Notification No. G.S.R. 793(E) dated 16th October, 2019.