The government of India promulgated a temporary law called the Companies (Amendment) ordinance 2018 on 2nd November 2018 to by parachute landing of few more reform measure. To continue the law government later promulgated the Company(Amendment) Ordinance, 2019
Readers may read this post as a law applicable with effect from 2nd November 2018 till passing the law by the Parliament. These provisions may continue in force after parliamentary approval. In this post we will discuss, the laws related to registered office in brief post the companies (Amendment) Ordinance 2018 and 2019.
The law stated in this post is with effect from 2nd November 2018 and for earlier law on this topic please refer posts given in footnotes here[1].
The requirement of Registered Office
A company shall, within thirty days 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. {Section 12(1)}
The requirement for Specified IFSC Public Company
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.”
{MCA Exemption Notification G.S.R. 08(E) Dated 4th January 2017 after complying Section 462 of the Act}
The requirement for Specified IFSC Private Company
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.”
{MCA Exemption Notification G.S.R. 09(E) Dated 4th January 2017 after complying Section 462 of the Act}
Verification of Registered Office
The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation.
The rules related to verification of registered office were earlier discussed here and here.
The term “verification” conveys its very specific meaning. This is not information from the company about the address, which was a case earlier. Under this law, the company shall file verification from an independent professional of its address.
Verification for IFSC Companies
The period to furnish verification of its registered office for IFSC public companies and IFSC public companies shall 60 days. {MCA Exemption Notification G.S.R. 08(E) and G.S.R. 09(E) Dated 4th January 2017 after complying Section 462 of the Act}
Display of information
This is one of the most non-compliant sub-section of section 12 if not of the Companies Act, 2013.
As it requires detailed discussion, we discussed it recently here.
Notice of change of Registered Office
After the date of incorporation of the company, notice of every change of the situation of the registered office shall be given to the Registrar within thirty days of the change. Such notice shall be verified in the manner prescribed. The registrar shall record the same. {Section 12(4)}
The notice of change of the situation of the registered office and verification thereof shall be filed in Form INC – 22. The form shall be filed along with the fee prescribed. Documents, as are specified for verification of the registered office on incorporation in terms of sub-section (2) of section 12, shall be attached to the said form. The manner of verification of the registered office shall also be in terms of sub-section (2) of section 12. {Rule 27 of the companies (Incorporation) Rules 2014}
Shifting of Registered Office outside Local Limit
The registered office of the company shall not be changed (Please read shifted), outside the local limits of any city, town or village where such office is originally situated except by virtue of a special resolution passed by the company. {Section 12(5)}
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. {Proviso to Section 12(5)}
An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies shall be filed by the company with the Regional Director in Form lNC – 23. {Rule 28 of the Companies (Incorporation) Rules 2014 as substituted by the Companies (Incorporation) Second Amendment Rules 2017 with effect from 27th July 2017}
These rules related to shifting of Registered Office outside the local limit within the same state were discussed earlier and here in detail.
The confirmation from the Regional Director for shifting the registered office within the same State shall be communicated within a period of thirty days from the date of receipt of an application by the Regional Director to the company. The company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation. The Registrar shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation. {Section 12(6)}
The certificate issued by the registrar shall be conclusive evidence that all the requirements of this Act with respect to the change of registered office have been complied with and the change shall take effect from the date of the certificate. {Section 12(7)}
Shifting of Registered Office from one state to another
The shifting of registered office of the company from one state to another is discussed earlier here and here.
The 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)}
Rules related to the manner physical verification of the Registered Office is not yet notified.
[1] Readers may refer following earlier posts:
- COMMENCEMENT OF BUSINESS AND REGISTERED OFFICE (COMPANIES BILL, 2012)
- VERIFICATION OF REGISTERED OFFICE dated September 12, 2014
- SHIFTING OF REGISTERED OFFICE dated September 15, 2014
- SHIFTING OF REGISTERED OFFICE OUTSIDE STATE dated September 16, 2014
- AMENDMENT IN INCORPORATION RULES – REGISTERED OFFICE RELATED dated August 05, 2016
- Shifting Registered Office to different Jurisdiction in same state dated August 4, 2017
- Shifting Registered Office to another state dated August 11, 2017
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