Display of Registered Office Address and Information

Sub-section (3) of Section 12 of the Companies Act, 2013 is one of the most non-compliant sub-sections of section 12 if not of the Companies Act, 2013. It may be noticed that most medium and small size companies do not comply with this important provision.

A company shall display its name and other information in accordance with this subsection. This non-compliance may attract penalty up to one lakh rupees.

Display of Information Outside offices

Every company on the outside of every office or place in which its business is carried on in a conspicuous position shall paint or affix its name and the address of its registered office and keep the same painted or affixed.

The term “every office and place” include its registered office, corporate office, factories, warehouses, wholesale and retail outlet, manufacturing facilities and other place related to the business of the company.

Such information shall be in legible letters. If the characters employed for such paint or affixing are not in the languages in general use in that locality, then such information shall also in the characters of that language or of one of these languages. {Section 12(3)(a)}

Languages of display

The second part of this requirement deserves careful reading. Where a company has its office at a place where English is not a language of general use, such display of information at that place should be in a language of general use in that locality. The term locality is not defined. In my understanding, locality should be municipal or village limited. Accordingly, where such office is in a locality where the general public uses either of Hindi, Tamil, Mizo or Gaund language, such display of information should also be in these languages. Such display of information in any one of the official language of India or any one of official language the state or official language of the nation where such office is situated may not be sufficient compliance. For example Urdu is one of the official languages of India and also of the state of West Bengal; however, it may not be the language of general use in the district of Darjeeling.

Common Seal

Every company shall have its name engraved in legible characters on its seal; if any. {Section 12(3)(b)}

This may be noted that the common seal is optional under the Companies Act, 2013 with effect from 29^th May 2015.

Documents and publications

Every company shall get printed in all its business letters, billheads, letter papers and in all its notices and other official publications:

1. its name;
2. address of its registered office;
3. the Corporate Identity Number;
4. telephone number,
5. fax number, if any,
6. e-mail; and
7. website addresses, if any. {Section 12(3)(c)}

Documents and bill of exchanges

Every company shall have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed. {Section 12(3)(d)}

No other documents than mentioned herein has been prescribed by the government yet under the Companies Act, 2013. However, there may be separate requirements under the GST Act and other applicable laws. These details are not within the scope of this discussion.

Clause 12(3)(d) may be a relaxation to the provision of clause  12(3)(c).

Company having website

This is an additional requirement for companies having a website for conduction online business or otherwise.

Every company which has a website for conducting online business or otherwise, shall disclose/publish:

1. its name,
2. address of its registered office,
3. the Corporate Identity Number,
4. Telephone number,
5. fax number if any, email and
6. the name of the person who may be contacted in case of any queries or grievances on the landing/home page of the said website.

{Rule 26 of the companies (Incorporation) Rules 2014 as amended by the Companies (Incorporation) Third Amendment Rules, 2016 with effect from 27^th July 2016}

Earlier Name in case of name change

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). It means old name shall be painted, affixed or printed outside the registered office and every office and documents except hundies, promissory notes, bills of exchange.

One Person company

The words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

Penalty for non-compliance

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. {Section 12(8)}

Removal of Name of the company

if the registrar has reasonable cause to believe that the company is not carrying any business or operation, he may cause physical verification of the registered office of the company. If any default is found to be made in complying the requirement of section 12(1), the registrar may initiate action for the removal of the name of the company from the register of companies. {Section 12(9)}