Section 12 of the Companies Act, 2013: Registered Office of a Company
Section 12 of the Companies Act, 2013 governs the registered office of a company. It requires a company to maintain an office capable of receiving and acknowledging communications, verify that office with the Registrar of Companies, display prescribed particulars, notify changes and comply with the statutory procedure when the office is shifted.
What is a registered office?
The registered office is the company's official statutory address. It is the address at which communications and notices may be served on the company and is the principal address recorded with the Registrar of Companies for statutory purposes. Section 12 requires the office to be capable of receiving and acknowledging communications and notices addressed to the company.
Main requirements under Section 12
1. Registered office within 30 days - Section 12(1)
A company must, within 30 days of incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging communications and notices addressed to it.
2. Verification with Registrar - Section 12(2)
The company must furnish verification of its registered office to the Registrar within 30 days of incorporation in the prescribed manner. Form INC-22 is the prescribed form for notice of the situation or change of the registered office under the applicable incorporation rules.
3. Display and publication requirements - Section 12(3)
Every company must comply with the statutory identification requirements. In particular, the company's name and registered office address must be displayed outside every office or place where its business is carried on in a conspicuous position and in legible letters, subject to the language requirement in Section 12(3)(a).
The company must also place prescribed particulars on business letters, billheads, letter papers, notices and official publications. These include its name, registered office address, Corporate Identity Number (CIN), telephone number, fax number if any, e-mail address and website address if any. The company's name must also appear on hundies, promissory notes, bills of exchange and other prescribed documents.
If the company changed its name during the preceding two years, its former name or names must also be displayed or printed where Section 12 requires. A One Person Company must mention the words "One Person Company" in brackets below its name wherever its name is printed, affixed or engraved.
4. Notice of change - Section 12(4)
Notice of every change in the situation of the registered office must be given to the Registrar within 30 days of the change, verified in the prescribed manner. The Registrar records the change after the required filing.
Changing the registered office
The procedure depends on the nature of the shift. A change outside the local limits of the city, town or village requires authority by special resolution under Section 12(5). A shift from the jurisdiction of one Registrar to another Registrar within the same State additionally requires confirmation by the Regional Director in the prescribed manner.
Under Section 12(6), the Regional Director's confirmation is to be communicated within the statutory period, and the company must file that confirmation with the Registrar within the period prescribed by the Act. The Registrar then registers the change and certifies the registration. Under Section 12(7), that certificate is conclusive evidence of compliance with the requirements relating to the change under Section 12(5), and the change takes effect from the date of the certificate.
| Compliance | Key requirement |
|---|---|
| Initial registered office | Maintain within 30 days of incorporation and continuously thereafter. |
| Verification | Furnish verification to the Registrar within 30 days in the prescribed manner. |
| Change of address | Notify the Registrar within 30 days of the change. |
| Shift outside local limits | Special resolution is required. |
| Shift between ROC jurisdictions in the same State | Regional Director confirmation is also required. |
Physical verification of registered office - Section 12(9)
If the Registrar has reasonable cause to believe that a company is not carrying on business or operations, the Registrar may cause physical verification of its registered office in the prescribed manner. If a default under Section 12(1) is found, action for removal of the company's name from the register under Chapter XVIII may be initiated, without prejudice to the penalty under Section 12(8).
The Companies (Incorporation) Rules, 2014 contain the prescribed procedure for physical verification of a registered office. Companies should therefore check the current rules and MCA filing requirements in addition to the text of Section 12.
Penalty for non-compliance - Section 12(8)
If a company defaults in complying with Section 12, the company and every officer who is in default are liable to a penalty of Rs. 1,000 for every day during which the default continues, subject to a maximum of Rs. 1,00,000.
Important amendments reflected in Section 12
The section has been amended over time. Among the important changes, the Companies (Amendment) Act, 2017 substituted the 30-day periods relevant to establishing and notifying the registered office, and the Companies (Amendment) Act, 2019 inserted Section 12(9) concerning physical verification and possible action for removal of the company's name.
Official law and filing resources
For the authoritative statutory text and current e-filing requirements, refer to the India Code portal and the Ministry of Corporate Affairs (MCA) portal. The MCA instruction material for Form INC-22 explains the form used for notice of the situation or change of the registered office and the supporting-document requirements.
This article is a general legal information resource on Section 12 of the Companies Act, 2013 and should be read with the latest amendments, rules, notifications and MCA filing instructions applicable to the company concerned.