Requirement to have a Registered Office

Requirement to have a Registered Office

A registered office is the official address of an incorporated company, association or any other legal entity. Generally it will form part of the public record and is required in most countries where the registered organization or legal entity is incorporated. A registered physical office address is required for incorporated organizations to receive official correspondence and formal notices from government departments, investors, banks, shareholders and the general public.

Every business organization has a principal place of business activities, which in case of a company called its registered office. The address of the situation of the registered office is very important from general public, shareholders, customers and various other points of view. Every company is governed in accordance with the provisions of the Companies Act, 2013; therefore, it is mandatory for all companies to keep the Registrar of Companies informed about the location of the registered office and changes thereto from time to time. Promoters of the Company decide the State in which the registered office shall be situated.

In respect of Notices, Advertisement and any other matter related to the company has to be published in the Newspapers in the city where the registered office of the company is situated.

Why it is necessary to have registered office of a company

For the following purposes it is important to have Registered Office of a company:

Ø  for service of documents on a company or an officer thereof either personally or by a certificate of posting or by a registered post;

Ø  determination of jurisdiction of Court;

Ø  determination of domicile of a company for all practical purposes;

Ø  determination of applicability of duty as per relevant Stamps Act for stamping on Memorandum of Association, Articles of Association, Share certificates and Debenture certificates, etc.;

Ø  inspection of different registers and records as provided under the Companies Act;

Section 12 of Companies Act 2013 - A company shall, on and from the 15^th 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 therefore 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;

(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:

As per Rule 25 :-

(1) The verification of the registered office shall be filed in Form No.INC.22 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.

Penalty :-

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.