Background
Every company, upon incorporation, must establish a registered office that serves as its official address for receiving communications and legal notices. The registered office is a key point of contact between the company and various regulatory authorities, shareholders, and the public. Section 12 of the Companies Act, 2013, lays down the detailed requirements regarding the establishment, maintenance, and change of a company’s registered office.
Applicability
This section applies to all companies registered under the Companies Act, 2013, including private limited, public limited, Listed, One Person Companies, and Section 8 companies
Provisions Related to Registered Office of Company
(a) The company must paint or affix its name and registered office address in a conspicuous position at every office or place of business, using legible letters, and in local language characters if necessary.
(b) The company’s name must be engraved in legible characters on its seal (if any).
(c) The company must include its name, registered office address, Corporate Identity Number (CIN), telephone, fax, email, and website on all business letters, billheads, letter papers, notices, and publications.
(d) The company’s name must be printed on hundies, promissory notes, bills of exchange, and other prescribed documents.
Change of Registered Office (Section 12(5)–(7)):
Verification and Action by Registrar (Section 12(9))
If the Registrar has reasonable cause to believe that a company is not carrying on business or operations, they may conduct a physical verification of the registered office as prescribed under Rule 25A of the Companies (Incorporation) Rules. If the company fails to comply with the requirements of Section 12(1), the Registrar may, in addition to imposing penalties, initiate action to remove the company’s name from the register under Chapter XVIII of the Act.
Additional Compliances for Listed Companies as per SEBI (LODR) Regulations 2015:
Under Regulation 30, the listed company must first disclose to the stock exchange(s) any event or information, including a change in the registered office, as specified in Part A of Schedule III.
Regulation 46 -The listed entity shall update any change in the content of its website within two working days from the date of such change in content.
In accordance with Regulation 47, listed entities must publish notices to shareholders regarding such changes in at least one English national daily and one regional language newspaper.
Penalty & Punishment
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