Tag Archives: Registered Office

City in Companies Act, 2013


Companies Act, 2013 uses city 3 times (without taking subordinate legislations into account):

  • In section 12(5)(a) with reference to registered office;
  • In Section 27(1) for advertisement in news paper in the city of registered office;
  • In Section 96(2) for place of Annual General Meeting in city of registered office.

The Companies Act, 1956 also used this term in similar reference.

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SHIFTING OF REGISTERED OFFICE OUTSIDE STATE


Sub – Section (4) and (5) of Section deals with shifting of registered office from one state to another. We have discussed these provisions earlier here.

Any alteration relating to place i.e. state of registered office shall take effect only after approval by the Central Government. The Central Government shall dispose of the application for approval of shifting of registered office from one state to another within sixty days. This alteration should have consent of the creditors, debentures – holders, and other persons concerned with the company. The company should have made sufficient provision for the discharge of all its debts and obligations or adequate security should have been provided for such discharge. This is duty of Central Government, before giving approval of the application to satisfied itself about such consent and such sufficient provision to discharge debts and obligations.

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SHIFTING OF REGISTERED OFFICE


In this post we will discuss, shifting of Registered office –

  1. Within same city, town or village, or
  2. Out side same city, town or village but within same state.

Notice and verification of change of situation of the registered office

In case of change in registered a notice of change duly verified shall be given to Registrar within fifteen days of such change. [Section 12(4)]

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VERIFICATION OF REGISTERED OFFICE


In an earlier post here, we have discussed that according to Section 12 of the Companies Act 2013, the company shall have on and from the fifteenth day of its incorporation and all time a registered office for all communication purpose. The company shall furnish verification of its registered office within a period of thirty days of its incorporation.

According to Rule 25 of the Companies (incorporation) Rules 2014,

The verification of the registered office shall be filed in Form INC – 22 along with the fee.

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BOOKS OF ACCOUNTS


The Financial Statements of a company is most important document until recent past, when non – financial reporting started to gain its momentum. This is a reporting of growth in business in monetary units.

BOOK OF ACCOUNTS (SECTION 128):

Every company shall prepare and keep at its registered office books of accounts and other relevant books and papers and financial statement for every financial year. These books must give a true and fair view of the state of affairs of the company and its branch offices. These books must explain the transactions effected both at the registered office and its branches.  These books shall be kept on actual basis and double entry system of accounting.

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ALTERATION OF MEMORANDUM AND ARTICLES


UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).

In last blog post, commencement of business and registered office, I discussed Section 11 and 12 of the Companies Bill, 2012 Act 2013. In this post, I will discuss, Alteration of Memorandum and Articles of the company and relevant issues.

ALTERATION OF MEMORANDUM (SECTION 13):

A Company can alter its memorandum by a special resolution, and after complying requirement of Section 13.

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REGISTERED OFFICE


UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).

In last Blog Post, I discussed formation and incorporation of company and its effects. What next? Business, but comply certain legal provisions. Here, we will discuss provision related to present companies Bill, 2012 Act, 2013.

COMMENCEMENT OF BUSINESS (SECTION 11):

[Update: Section 11 is no longer relevant after the Companies (Amendment) Act, 2015]

Before starting any business or borrow any money, every company having share capital, shall have to comply two requirements.

Firstly, A Director of company shall file a declaration with Registrar of companies, that:

(i)           Every subscriber to the memorandum has paid the value of shares agreed to be taken by him,

(ii)          The paid up capital of company is not less than one lakh in case of private company or five lakh in case of public company on date of declaration.

Any commencement of business or borrowing before complying above requirement, the company shall liable five thousand rupees (one time) and every officer who is in default shall be punishable with fine up to rupees one thousand for every day during which the default continues.

If no declaration has filed within one hundred and eighty day of the date of incorporation, the registrar may initiate action for removal of name of company from register of companies.

This simply means company should receive from their subscribers all the money value of shares subscribed by them before commencing the business. The company should take that money value into its book of accounts.  After receiving all this money value from subscribers and other shareholders, the paid up capital of the company should be in conformity of minimum paid up share capital requirement. At this point, please, recall Section 10 (2), all monies payable by any member to the company under the memorandum or articles shall be a debt due from him to the company. That Section 10 (2) may not help company to commence its business but act against subscriber only. Effectively, all subscribers must pay their subscription money in total within one hundred and eighty days from the date of incorporation.

REGISTERED OFFICE OF COMPANY (SECTION 12):

The company shall have on and from fifteenth day of its incorporation and all time thereafter a registered office for all communication purpose. When we read all other provision under Companied Bill, 2012 the registered office is office of company is a hub connecting the company and outside world.

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