Amended and updated notes on section 12 of Companies Act 2013. Detail discussion on provisions and rules related to registered office of company.
Chapter II (Sections 3–22) of the Companies Act, 2013 (CA 2013) deals with the provisions related to incorporation of company and matters incidental thereto. Section 12 of CA 2013 provides for registered office of company.
Recently, we have discussed in detail section 10A (Commencement of business etc.) of CA 2013. Today, we learn the provisions of section 12 of Companies Act 2013 read with the Companies (Incorporation) Rules, 2014.
Section 12 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 902(E) issued dated 27.03.2014. This notification was come into force from 1st April, 2014 i.e. the commencement date of section 12 is 1-4-2014.
| Name of Act | The Companies Act 2013 |
|---|---|
| Enacted by | Parliament of India |
| Administered by | Ministry of Corporate Affairs (MCA) |
| Number of Chapters | 29 |
| Number of Sections | 484 (470-43+57) |
| Number of Schedules | 7 |
| You are reading: | |
| Chapter No. | II |
| Chapter Name | Incorporation of Company and matters incidental thereto |
| Section No. | 12 |
| Section Name | Registered office of company |
| Monthly Updated Edition | Company Law PDF |
Section 12 of Companies Act 2013: Registered office of company
Section 12 shall come into force on 1st April, 2014 vide Notification No. S.O. 902(E) issued dated 27.03.2014.
(1) A company shall, 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.
(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 manner for verification of registered office has been prescribed in Rule 25 of the Companies (Incorporation) Rules, 2014.
(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) 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 within thirty days of the change, who shall record the same.
See Rule 27 of the Companies (Incorporation) Rules, 2014 for the manner for Notice and verification of change of situation of the registered office.
(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.
The manner has been prescribed in Rule 28 of the Companies (Incorporation) Rules, 2014.
(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 subsection (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.
Exception/ Modification/ Adaptation:
1) In sub-section (1), the following proviso shall be inserted, namely: –
“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.”.Notification No. G.S.R. 08(E) dated 4th January, 2017.
2) In sub-section (2) of section 12, for the words “thirty days” read as “sixty days”. -Notification No. G.S.R. 08(E) dated 4th January, 2017.
3) In sub-section (4) of section 12, for the words “fifteen days” read as “sixty days”. -Notification No. G.S.R. 08(E) dated 4th January, 2017.
4) For sub-section (5) of section 12, the following sub-section shall be substituted, namely: –
“(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.”. –Notification No. G.S.R. 08(E) dated 4th January, 2017.
5) In sub-section (1) of section 12, the following proviso shall be inserted, namely: –
“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.”. –Notification No. G.S.R. 09(E) dated 4th January, 2017.
6) In case of a Specified IFSC private company, in sub-section (2) of section 12, for the words “thirty days” read as “sixty days”. –Notification No. G.S.R. 09(E) dated 4th January, 2017.
7) In case of a Specified IFSC private company, in sub-section (4) of section 12, for the words “fifteen days” read as “sixty days”. –Notification No. G.S.R. 09(E) dated 4th January, 2017.
8) For sub-section (5) of section 12, the following sub-section shall be substituted, namely: –
“(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.”. –Notification No. G.S.R. 09(E) dated 4th January, 2017