What is the Registered Office of a Company?
What is the Importance of Registered Address for a Company?
- Legal Mandate: Section 12 of the Companies Act mandates that every company incorporated under the Act must maintain a registered office within India. This office must serve as its official address for all communication, correspondence, legal notices, and documents sent by important stakeholders like the ROC, tax departments, investors, creditors and so on. Further, the registered office must be situated in the state where the company is incorporated and ensure compliance with local laws as well. Non-compliance with the mandatory provisions related to Registered Office may lead to the imposition of penalties, fines, and legal repercussions for the company and its key managerial persons.
- Receipt of Official Correspondence: Government agencies, regulatory bodies, and other stakeholders like creditors, shareholders, directors or the clients communicate with companies at their registered office address, as this is the address that’s present in all the public records. Be it sending crucial documents like tax notifications, legal summons, or annual reports, all of it addressed to the registered office only. So, maintaining the registered office at an accessible location is crucial to ensure that the company receives all its communications promptly and responds to them in a timely manner.
- Maintenance of Records, Registers and Accounts: A Company must maintain all its official records, important documents like Account Books, MOA, AOA, and essential statutory registers at its Registered Office. This is not only a mandatory requirement under law, but is also a practical advantage as it is here that its principal business operations are conducted.
However, a company may choose to keep its statutory registers at some other place if at least 10% of shareholders decide to do this by passing a special resolution and filing MGT-14. As far as maintaining the book of accounts is concerned, the company can maintain it at some other place by giving a suitable intimation to the ROC within seven days of arriving at such a decision. Moreover, any inspections by the ROC, the tax authorities, or other regulatory bodies are also performed at this very location.
- Required for Company Incorporation: The ROC seeks a Registered Office Address to incorporate a Company. This address is supposed to be present in ROC records for all future references. However, if a company fails to provide a registered office address during incorporation, the ROC grants a grace period of 30 days after incorporation to intimate the same. Note that the office can be changed in the future course of operations (discussed later), however, at a given point of time a company cannot have more than one registered office.
- Ensure Transparency and Accountability for Stakeholders: A company’s registered office is a testament to its transparency and accountability. It provides a reliable point of contact for shareholders, creditors, investors, and the public to reach out with inquiries or concerns. This accessibility fosters trust and confidence of all stakeholders in the company’s operations and enhances the credibility of its reputation.
- Determine Company’s Jurisdiction: The registered office address plays a pivotal role in determining the jurisdiction under which a company operates. This not only affects tax liabilities of the company as taxation laws vary according to jurisdictions, but also impacts the company’s potential for receiving incentives, grants, and financial benefits from the local governments. Additionally, the registered office’s jurisdiction influences regulatory requirements, compliance obligations, and even market access for companies.
Guidelines to Select a Registered Company Office
- Its premises is built on a residential / commercial land
- The premises has a fully constructed office space
- The office space is completely lockable
- If the office is rented, the property owner does not have an objection to its operations at the premises.
- If the Office is self-owned, the owner of the company has all the property ownership documents in place.
Can Coworking Office/ Shared Office/ Virtual Office Become the Registered Office of a Company?
Documents Required for Company Registered Address
- Rent / Lease Agreement, if the Registered Office is Rented: The rent or lease agreement directly links the registered address to the company’s operations. It outlines the terms under which the company is leasing the office space, substantiating the company’s legal right to utilize the address as its registered office. This agreement acts as a fundamental document that validates the company’s presence at the specific location and establishes the basis for its official communication.
- Property Ownership Documents, if Registered Office is Owned: Property ownership documents establish a direct connection between the registered address and the company. These documents confirm the company’s ownership of the property, providing solid legal grounds for designating the address as the registered office. By presenting ownership documents, the company reinforces its commitment to the registered address and ensures compliance with legal requirements.
- Utility Bills in the Company’s Name as Proof of Registered Office Address: Utility bills issued in the company’s name serve as tangible proof of the company’s active utilisation of the registered address. These bills corroborate the company’s physical presence at the address and its engagement in ongoing business activities. By maintaining utility bills in the company’s name, the company substantiates the authenticity of the registered office and its compliance with regulatory obligations.
- No Objection Certificate from the Property Owner: The no objection certificate (NOC) acts as a confirmation from the property owner that they have no objections to the company using their property as the registered office. This document establishes a cooperative relationship between the company and the property owner, ensuring that the use of the address is mutually agreed upon and legally acknowledged.
- Copy of Resolution, if the Owner of the Office Property is another Company: If the registered office property is owned by another company, a resolution passed by that company authorizes the use of its property address as the registered office of the applicant company. This resolution serves as a formal agreement between the two companies, solidifying the connection between their operations and their shared address.
Requirement of Registered Address During Company Incorporation
Companies Amendment Act, 2017
Registered Office Documents During Company Incorporation
- Proof of Registered Office Address: The Proof of Registered Office Address establishes the Company’s residence at this location. For this you can submit Utility Bills like Electricity Bill, Water Bill, Gas Bill and so on, not older than 2 months. It must be ensured that the Bill must be in the name of the company, with the address of the Registered Office mentioned on it.
- No Objection Certificate from the Premises Owners: A No Objection Certificate is a signed document issued by the Office Premises owner declaring that he has no objections to the company opening its registered office at the premises. This declaration is mandatory to produce, whether the owner of the Premises is a third party or the Company owner itself. Moreover, if the premises is owned by another company, a resolution will be required to confirm the no objection.
Change in Registered Address of a Company
|Change in Registered Office||Brief Process of Change|
Within Same City / Town / Village
Outside the City, Within Same State & ROC Jurisdiction
Outside ROC Jurisdiction, Within Same State
From One State to Another
Is Company Registered Address and Corporate Address the Same?
- Head Office,
- Marketing Office
- Administrative Office
- Zonal Office,
- Regional Office,
- Branch Office
Q1: Can I use my home address as the company's registered office?
Yes, you can use your home address as the registered office, but ensure it meets legal requirements, that is it must be fully constructed, and completely lockable. Also, you must be comfortable with public access to this office address, as inspections from the ROC tax authorities cannot be ruled out.
Q2: How can I change my company's registered office address?
Changing the registered office address requires the approval of the Company’s Board of Directors or Shareholders as the case may be. In some cases, additional approvals have to be taken from the Regional Director, Central Government, creditors and even the local public by advertising the decision of change in a local newspaper. Lastly, the intimation of the changed address has to be given to the Registrar of Companies within a prescribed time period as well.
Q3: Can I use a virtual office address as my registered office?
No, a virtual office address cannot be used as the registered office of a company as it must be a fully constructed brick and mortar space. Moreover, all the official documents, records, books of accounts, and statutory registers have to be maintained at the registered office, which will not be possible if it is a virtual, non- existent space.
Q4: Is the registered office address confidential information?
No, the registered office address is part of the public record and is accessible to anyone. It is for this reason that a company’s registered office is considered as a testament of transparency to its stakeholders.
Q5: Can a company have multiple registered office addresses?
No, a company can have only one registered office. It’s essential for legal and communication purposes and must be updated if changed.