Registered office of the company is that place which is used by Registrar of Company (“RoC”) or any other person for the purpose of communicating with the company.
Accordingly, Section 12(1) of the Companies Act, 2013 (“The Act”) has mandated that every company must have a registered office which is capable of receiving and acknowledging all the communications and notices addressed to it.
A company may not have any such place instantly at the time of incorporation, therefore, section 12 permits that a company may have registered office within 30 days of its incorporation and will have it for all the time thereafter.
Provisions related to maintenance of registered office and about its intimation to RoC is given u/s 12 of the act read with Rule 25 and 27 of The Companies (Incorporation) Rules, 2014 (“The Rules”).
1. Time Limit for Filing intimation with RoC about incorporation (Section 12)
1.1 Intimation about registered office at the time of incorporation
- Every company shall have a registered office within 30 days of its incorporation and for all the times thereafter.(Section 12(1) of the Act).
- Company shall furnish verification of its registered office with Registrar of Company (“RoC”) within a period of 30 days of company’s incorporation. (Section 12(2) read with Rule 25)
1.2 Intimation about change of Registered office
- Notice of Every Change of the situation of registered office, verified in the prescribed manner, of the company shall be given to the RoC in form INC-22 within 30 days of change of registered office. (Section 12(4) of the act read with Rule 27)
- In case of change of registered office from the juridiction of one Registrar to jurisdiction of another registrar within same state, prior approval of regional director is required. In such case time limit for filing intimation with RoC is as follows: (Section 12(6))
- Regional director shall provide confirmation within 30 days of receipt of application from the company.
- Company shall file such confirmation with RoC within 60 days from date of confirmation.
- RoC shall register such change within 30 days from date of fling of confirmation
2. Verification of Registered Office (Section 12 read with Rule 25 & 27)
Pertinent provisions of the act requires verification of registered office in both the cases (i.e., incorporation or change). Rule 25 and 27 of the rules requires that verification of the registered office shall be filed in form INC-22 along with fee. Alongwith form INC-22, company is required to file certain set of documents to substantiate registered office.
3. Restrictions with respect to change of registered office (Section 12(5) read with Rule 28)
- Except by virtue of special resolution, Company shall not change its registered office outside the local limits of the city/town/village where its registered office of the company was first situated or where it may be situated later by passing of special resolution. (Section 12(5) of the act).
- Further, a company shall not change its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State except where such change is confirmed by the Regional Director.
- Application for obtaining approval of Regional Director shall be filed in Form INC-23 alongwith prescribed fee and certain set of documents (Rule 28 of the Rules)
4. Display of address of registered Office (Section 12(3))
Every company is required to mention details of its registered office at following spaces:
- Every Company is required to paint its name and the address of its registered office, on the outside of every office or place where it carries on its business in legible letters. Further, name and address should be printed in such language also which is in general use in that locality.
- Name is required to be engraved in legible letters on seal of company
- Company is required to get printed following details on its business letters, billheads, letter papers and all its notices and other official publications:
- Address of registered office
- Corporate Identification Number
- Telephone Number
- Fax Number, if any
- Email Id
- Website Address, if any.
- Company is also required to print its name on hundies, promissory notes, bills of exchange and such other document as may be prescribed.
- If name of the company has changed during last 2 years then company is required to print its former name/names alongwith its current name.
- In case of one person company, company shall mention the word “One Person Company” in brackets below the name of company.
5. Information to be furnished in form INC-22
While filing INC-22, company is required to furnish following information:
- Existing Company/New Company*
- CIN of the company (in case of existing company).
- Name, address and name of existing RoC will auto-populate based on CIN
- Purpose of filing of form
- Date from which registered of the company is established or changed
- Details of new registered office
- Email id of the company for communication
- Nature of ownership of new registered office of company
- Name of New RoC
- Full address of the police station under whose jurisdiction registered office of the company is situated
- Particulars of the Utility Services Bill depicting the address of the registered office (not older than two months)
- SRN of MGT-14 (SRN of relevant MGT-14 is required to be entered in case purpose of the eForm is other than ‘Change within local limits of city, town or village’.)
- SRN of INC-28
* In case of existing company, INC-22 should be filed within 30 days from date of incorporation of company if detail of registered office is not mentioned at the time of incorporation.
Further, if registered office of the company is changes within or outside local limits of the city, town or village but within same state and same RoC then company is required to file MGT-14 (Form for filing Intimation with RoC about special resolutions and agreements) also, if applicable.
By virtue of change in registered office of the company, if RoC jurisdiction of company changes then company is required to file Form INC-23 (For regional director’s approval) and Form INC-28 (for notice of RD’s approval order) alongwith INC-22.
6. Attachment to Form INC-22
Company is required to attach following documents:
- Proof of Registered Office address (Conveyance/Lease deed/ Rent Agreement etc. along with the rent receipts).
- Copies of the utility bills (proof of evidence of any utility service like telephone, gas ,electricity etc. depicting the address of the premises not older than two months is required to be attached ).
- Altered Memorandum of association- in case of shifting of registered office from one state to another within the jurisdiction of same RoC or from one state to another outside the jurisdiction of existing RoC.
- A proof that the Company is permitted to use the address such as authorization from the owner or occupant of the premises along with proof of ownership or occupancy and it is mandatory if registered office is owned by any other entity/ person (not taken on lease by company).
- Certified copy of order of competent authority-in case of shifting of registered office from one RoC to another within the same state or from one state to another within the jurisdiction of same RoC or from one state to another outside the jurisdiction of existing RoC.
- List of all the companies (specifying their CIN) having the same registered office address, if any.
7. Fee for filing form INC-22
Amount of legal fee to be paid alongwith INC-22 is based on share capital. Following is fee structure based on share capital:
|Share capital||Fee Applicable|
|Less than INR 1,00,000||INR 200 per document|
|1,00,000 to 4,99,999||INR 300 per document|
|5,00,000 to 24,99,999||INR 400 per document|
|25,00,000 to 99,99,999||INR 500 per document|
|I,00,00,000 and above||INR 600 per document|
However, in case of company without share capital, fee applicable is INR 200.
8. Additional Fee for Late filling of INC 22
If company fails to file INC-22 within specified time limit then additional fee shall be applicable in following manner:
|Periods of Delay||Additional Fee|
|Up to 30 days||2 times of normal fees|
|More than 30 days and up to 60 days||4 times of normal fees|
|More than 60 days and up to 90 days||6 times of normal fees|
|More than 90 days and up to 180 days||10 times of normal fees|
|More than 180 days||12 times of normal fees|
9. Penalties for not intimating change in registered address of companies
As per section 12(8), if any company fails to comply with provisions of section 12 then company and every officer in default will be liable to a penalty of INR 1000 for every day during which default continues but not exceeding INR 1,00,000.
10. Physical Verification of Registered office
If registrar has reasonable reasons to believe that the company is not carrying on any business or operation at its registered office, then the registrar may cause a physical verification of the registered office.
If registrar founds that company is not complying with provisions of Section 12(1) then it may initiate the action of cancellation of company’s name from Register of companies.
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