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. Constitution of India mandate that Government needs to get it approved by Parliament within 6 months.
Readers may read this post as a law applicable with effect from 2nd November 2018 till passing a law by the Parliament, a bill for which was introduced before Loksabha on 20th December 2018. These provisions may continue in force after parliamentary approval. In this post, we will discuss, the reintroduction of Commencement of Business.
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.
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.
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.
In this post we will discuss, shifting of Registered office –
- Within same city, town or village, or
- 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)]
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.