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Section 12 of the Companies Act 2013: Registered Office of Company

SECTION-12 (Registered Office of Company) under CHAPTER-II (Incorporation of Company and Matters Incidental thereto) of Companies Act 2013:-

(1) A company shall, on and from the fifteenth day 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.


(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 fifteen days of the change, who shall record the same.

(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) 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.




Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link

(2) Section 12 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April 2014) - link

(3) Clause (b) of sub-section (3) of Section 12 of the Companies Act 2013 was substituted by the Companies (Amendment) Act, 2015 - link ( w.e.f. 29th May 2015 - link )
Original : "(b) have its name engraved in legible characters on its seal;"
Substituted : "(b) have its name engraved in legible characters on its seal, if any;"
(4) Refer the following rules of the Companies (Incorporation) Rules, 2014 - link
(note: this rule has been amended from time to time)
  • For sub-section (2) of section 12 - Rule 25 (Verification of registered office) [Form No. INC.22]
  • For clause (d) of sub-section (3) of section 12 - Rule 26 (Publication of name by company) - link
  • For sub-section (4) of section 12 - Rule 27 (Notice and verification of change of situation of the registered office) [Form No. INC.22]
  • For proviso to sub-section (5) of section 12 - Rule 28 (Shifting of registered office within the same State) [Form No. INC.23] - link
(5) Exemption to Specified IFSC Public Company - MCA Notification G.S.R. 08(E) dated 4th January, 2017 - link


Serial
Number
Provisions of the Companies    Act,    2013 (18 of 2013)
Exceptions/Modifications/Adaptations
1
Sub-section (1) of
section 12
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.".
2
Sub-section (2) of
section 12
For the words "thirty days" read as "sixty days".
3
Sub-section (4) of
section 12
For the words "fifteen days" read as "sixty days".
4
Sub-section (5) of
section 12
For sub-section  (5), 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.".

(6) Exemption to Specified IFSC Private Company - MCA Notification G.S.R. 09(E) dated 4th January, 2017 - link


Serial
Number
Provisions of the Companies Act, 2013 (18 of 2013)
Exceptions/Modifications/Adaptations
1
Sub-section (1) of section 12
In sub-section (1), 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.".
2
Sub-section (2) of section 12
For the words "thirty days" read as "sixty days".
3
Sub-section (4) of section 12
For the words "fifteen days" read as "sixty days".
4
Sub-section (5) of section 12
For sub-section (5), 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.".





This page was last updated on 7th January, 2017.

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