Companies Act - Registered office of Company (Section 12)

Introduction

If you want to send some document to company,where should they  be sent ?
What is the domicile and nationality of company ?
How do you determine jurisdiction of Court over company ?
Say there is news channel which spread hate among communities, and you want to send a notice to not spread hate among society, at which address you will send Notice ?


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Section 12 of the Companies Act answers all those questions, which is related to Registered Office of Company.


Let's discuss this now with some more details.

Section 12- Registered Office of Company

It's quite lengthy section. There are 8 clauses. The details in those are as below.

In how many days company should establish registered office

Company should have their office ready within 15 days of incorporation of company. It should have valid address which is capable of receiving and acknowledging all communication made to it.

In how many days company should verify it's registered office ?

In 30 days company should furnish to Registrar of Companies verification of it's registered office. In 30 days, they have to submit some proof that it's office is at so and so place in so and so city.

What all details company should display at it's offices, documents? What about seal ?

Here there are few details which company should display at places.

Name, address, CIN, telephone, fax, email, website should be mentioned in companies documents. Company's name should be there on seal

Below is the summary image of what details needs to displayed at what places.

Summary


Special provision for One Person Company

In case the company is One Person Company, it should be mention in bracket below the name of company. For Example Jugaad Pvt Ltd (One Person Company)

What happens when Company name is changed.

 When company name is changed, for two years you have to mention old name along with new name. And this New name+Old name should be there on boards, letterhead, negotiable instrument etc.

What you need to do when you relocate your office or change office ?

Any change in situation had to be informed to registrar within 15 days with verification (Proof of change)

Can you change the registered office to different city/town or village ?

Yes, you can but you have to do that by passing a special resolution by members. If change is made for address that is outside the local limits of any town, city or village special resolution is needed.

What is the procedure for change of office outside the jurisdiction of registrar?

Take for example there you have your office in Pune. You want to move registered office to Nagpur. Nagpur and Pune comes under different jurisdiction, meaning both cities will have different registrar of companies. How do you go for a change ?

  • File an application with Regional Director.(Generally handling entire region, say Maharashtra)
  • Regional Director has to communicate confirmation within 30 days.
  • Your company then have to file this confirmation within 60 days to the Registrar of Companies where you want to move your office to.
  • Registrar has to certify registration within 30 days after your company files confirmation
If everyone acts on last day, this process could take more than 4 months.

When registrar issue the certificate, it will act as conclusive evidence that all provisions of this act related to registration of office have been complied with. What if provisions are not complied ?

Consequences when provision related to registration are not complied with 

Officer can be punished if any default is made. Penalty of 1000 Rs for each day can be fine.  Such punishment can be up to maximum of 100000 Rs. 

When Company Act and memorandum/articles comes into conflict which one will prevail ?

Of Course, the provision of Companies Act will prevail over the memorandum/articles.



Conclusion

Registered office is extremely important, or else where will government send it's tax notices!!
Section 12 provides in detail different provision as to registered office.




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