Every Company registered in India must have a Registered Office. Read this blog to get complete information on the meaning, purpose, and legal requirements for selecting the Registered Office of a Company. Also, checkout the process to be followed after the Registered Office address is selected.
A business comes into existence when legal obligations meet operational presence. In this context, the significance of a registered office is paramount for a company. A registered office is considered as the company’s official place of business as per government records and it is at this office where the company receives all its correspondence. Also, the company is obliged to maintain all its official records and documents at this office for inspections in the future. So, understanding the importance of Registered Office is extremely necessary along with all its legal provisions and requirements mentioned in the Companies Act.
What is the Registered Office of a Company?
A Company can have multiple addresses where its offices can be located, including its main office, branch offices, corporate offices, and other regional offices. Among these, we also have a certain address where the company’s Registered Office is located. A Registered Office is essentially the office address with which a company gets incorporated by the ROC (Registrar of Companies). Additionally, it is also the office where a company’s official records, registers, and accounts are maintained. This address of the Company is mentioned in all public records, so all communications, letters, notices, and correspondence from the ROC, Government Departments, banks, investors, and the public are sent here. In simple words, the registered office of a company is in fact considered its principal office from where its business is conducted.
What is the Importance of Registered Address for a Company?
The importance of a Company’s Registered address cannot be overstated, as it has multiple roles to play. From ensuring legal compliance of the company to maintaining its most important records, a Company’s registered address is the epitome of its transparency and accountability towards all stakeholders including shareholders, creditors, ROC and government authorities, key management personnels, employees, and most importantly clients. Given below are several well-explained reasons why a registered office is of utmost importance to 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
A Registered Office Address cannot be selected randomly. The Companies Act places certain guidelines for the selection of a Registered Office in India. Firstly, a premises needs to be selected where the registered office will be located. This premises can either be situated on residential or commercial land. Once the ideal premises is found, the next step is to rent or buy an office space here. This office space must be fully constructed and completely lockable to serve its purpose of maintaining all official records. So while selecting a Registered Office for a Company keep in mind that:
- 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?
As a registered office needs to be a completely lockable space to maintain all official records and registers of the company, a Coworking office space is not an ideal choice for it. A similar problem lies with a shared office space. Neither Coworking nor a shared space offers enough privacy to operate the registered office. Additionally, Registered Offices must be fully constructed spaces in brick and mortar. So, a company cannot have a registered office that’s virtual but does not have a physical existence. A good example would be a company which simply has an official mailing address, but operates remotely, with no physical office space. Note that the ROC is entitled to conduct an inspection of the Registered Office anytime it wants to ensure its existence and compliance with law.
Documents Required for Company Registered Address
A Company’s Registered Office Address is used for multiple purposes, especially while filing important applications to government authorities for tax and regulatory compliances. Thus, it is necessary to have documented evidence for your Registered Office, establishing both its address and existence at the concerned location. You can use the following for this purpose:
- 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
The Companies Act originally made it mandatory for promoters to declare the Registered Office Address of the Company during its Incorporation. However, an amendment to Section 12 of the Companies Act in the year 2017, and effected from 27th July 2018, brought some flexibility to this requirement by incorporating the phrase “Within Thirty Days” in Section 12 (1).
Companies Amendment Act, 2017
The Companies (Amendment) Act of 2017 had brought a major change in the requirement of Registered Office during Company Incorporation. Prior to it, Company Incorporation was not possible without a Registered Office Address. The Section clearly stated that a Company must have a Registered Address “on and within 15 days from Incorporation”. However, the Amendment replaced this phrase with “Within Thirty Days of Incorporation, thereby giving the company a grace period of 30 days after incorporation for declaring the Registered Office Address.
So, post the amendment came into effect, if a new company did not have a registered office address during incorporation, the ROC shall proceed with application and register the company with a temporary postal / communication address. Once the company is incorporated, within 30 days from the date of issue Certificate of Incorporation, the company shall declare its permanent registered office address and intimate the same to the Registrar of Companies (ROC) in Form INC-22 along with certain supporting documents to prove its existence. The requirement for submitting supporting documents is applicable even if the company is declaring its registered office during incorporation. Given below is a complete list of documents required for declaring the Registered Office of the Company during or within 30 days after the incorporation.
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
The Companies Act makes it mandatory for a company to maintain a registered office at all times until it is dissolved. Even if there is a change in the registered office address, the same must be intimated within 30 days of such change to the ROC using Form INC 22. INC-22 is an e-form available on the official MCA Website. It can be downloaded from the site, filled out and uploaded back for submission. Paying the prescribed application fee is necessary before submission, which depends on the authorised capital of the company. In case the form INC 22 is not filed within its due date then still it can be filed with an additional fee as prescribed up to the time allowed under section 403 of the Companies Act.
A company can change its registered office according to its requirements anytime and to any location. The process applicable for the same depends on case to case basis, and is more exhaustive as the shift extends farther. Given below are the ways in which the Registered Office of a Company can be changed.
| Change in Registered Office | Brief Process of Change |
|---|---|
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Within Same City / Town / Village |
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Outside the City, Within Same State & ROC Jurisdiction |
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Outside ROC Jurisdiction, Within Same State |
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From One State to Another |
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Is Company Registered Address and Corporate Address the Same?
The terms “Registered Office” and “Corporate Office” are often used interchangeably despite holding distinct meanings within the business realm. This often causes confusion among the public and other stakeholders and may lead to faulty identification of the Company’s location. So, it is extremely important to clearly understand the difference between the two, hence our purpose in explaining the same.
A Registered Office is a legal requirement that serves as a place of official communication for the company. This office address is mentioned in all public records and official documents to be recognised by regulatory authorities like the ROC, tax officials, and other government bodies. Additionally, the registered office anchors a company within a specific jurisdiction, determining the regulatory and tax laws applicable to it.
On the other hand, a Corporate office refers to the physical location from which a company conducts its day-to-day operations. While the Company Registered Office is primarily concerned with legal compliance and official communication, the Corporate office encapsulates the practical workspace where employees work, clients interact, and business strategies unfold. Other than the Registered Office and Corporate Office, a company can have other kinds of offices as well. These may include:
- Head Office,
- Marketing Office
- Administrative Office
- Zonal Office,
- Regional Office,
- Branch Office
Conclusion
In the realm of corporate existence, the registered office stands as the nucleus where legal formality meets operational reality. It symbolises more than an address; it signifies a company’s commitment to compliance, transparency, and accountability. From receiving official communications to housing critical records, the registered office plays a multifaceted role. It aligns the company with a specific jurisdiction, paving the path for legal adherence, tax compliance, and market access. As businesses navigate an increasingly interconnected world, the registered office remains a constant, bridging the gap between regulatory mandates and operational dynamism. Its significance endures, underscoring the essence of a company’s identity and its unwavering dedication to a robust and legitimate corporate presence.
FAQs
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.