Section 12: Registered office of company
This section is for setting out the requirements for a company's registered office, including its location, display of company details, and procedures for changing its location.
Penalty
(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.
The section, clause by clause
What the section says
In plain terms
(1)A company shall, 3[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.
A company must have a registered office where it can receive communications and notices within thirty days of its incorporation and at all times after that.
(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.
The company must verify its registered office with the Registrar within thirty days of its incorporation in a prescribed manner.
(3)Every company shall—
Every company must display its name and registered office address on its offices, have its name on its seal, and print its name and details on business letters, notices, and other documents.
(3)(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;
(3)(b)have its name engraved in legible characters on its seal, if any;]
(3)(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):
provisoProvided 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 1[within thirty days] of the change, who shall record the same.
The company must notify the Registrar of any change in its registered office within thirty days of the change.
(5)Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,—
A company can only change its registered office outside of its current city, town, or village with a special resolution, and in some cases, confirmation from the Regional Director.
(5)(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
(5)(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:
provisoProvided 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)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.
The Regional Director must communicate confirmation of a registered office change within thirty days, and the company must file it with the Registrar within sixty days.
(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.
The Registrar's certificate is proof that the company has complied with the requirements for changing its registered office, and the change takes 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.
If a company defaults on the requirements of this section, it and its officers can be liable for a penalty of one thousand rupees per day, up to 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.]
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. The words “and a common seal” omitted by Act 21 of 2015, s. 3 (w.e.f. 29-5-2015).
- 2. Ins. by Act 22 of 2019, s. 3 (w.e.f. 2-11-2018).
- 3. Subs. by Act 1 of 2018, s. 6, for “on and from the fifteenth day of its incorporation”(w.e.f. 27-7-2018).
- 4. Subs. by Act 21 of 2015, s. 5, for clause (b) (w.e.f. 29-5-2015).
- 1. Subs. by Act 1 of 2018, s. 6, for “within fifteen days” (w.e.f. 27-7-2018).
- 2. Ins. by Act 22 of 2019, s. 4 (w.e.f. 2-11-2018).
Referred to by
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.