The registered office address of the company is the principal address of the company in the public records maintained by the government. In India, the registrar of companies (ROC) maintains the register of the company and its registered address. where all the letters, notices, and other correspondence by the government departments, banks, investors, and the public are sent. Earlier it was mandatory for the promoters of a company to declare the company’s registered office at the time of Registration of the company. However, with a recent amendment having effect from 27th July 2018 in section 12 of the Companies Act, 2013.
A new company may be incorporated with a registered address or on a postal address. However, every company which was registered on a communication address must verify its registered office address within 30 days of the registration of the company. For this purpose, the company has to file Form INC-22 before the ROC for verification of its registered office along with evidence of the registered address of the company.
Registered Office of a Company: It is mandatory for a company to maintain a registered office at all times until it is dissolved and any change in the registered office must be intimated to the registrar of companies within 30 days of such change in the registered office of the company. The intimation to the ROC is filed in Form INC-22 with the prescribed fee 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 Act. To file INC-22 Please visit here
CAN CO-WORKING OFFICE SPACE/ SHARED OFFICE/ VIRTUAL OFFICE ADDRESS BE REGISTERED OFFICE ADDRESS OF THE COMPANY?
A registered office is required to be maintained by the company under section 12 of The Companies Act 2013, which must be capable of receiving and acknowledging all communications and notices as may be addressed to it. Further, the statutory records of the company also need to be maintained at the registered office address of the company. Hence having a registered office address at coworking space is not acceptable unless this is a lockable area.
Statutory Registers of the Company at the Registered Office: there are various statutory registers and records which a company is required to maintain at its registered address. However, a company may choose to keep its statutory registers at some other place where at least 10% of shareholders reside and to do this, the company must pass a special resolution and file MGT-14. Please refer to our blog on the Statutory Books and Registers of a Company for further details.
The domicile of the company (State of Incorporation): will also be determined by the registered office of the Company. The Registrar of the Company (ROC) will be determined on the basis of state or location in which the registered office of the company is located or situated. If any changes are made to the address of the Registered Office of the company then the same should be notified to the ROC within a given time.
Verification of Registered Address of the Company: For the purpose of verification of the registered address of the company, the company has to file form INC-22 along with the prescribed fee within 30 days of the incorporation of the company. A company can also declare its registered office at the time of its incorporation in the Spice Form. Following is the required list of documents that must be submitted as the required evidence for the registered office at the time of incorporation.
- The registered document of the title of the premises of the registered office in the name of the company, if the premises is/are owned by the company, or
- The notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month; or
- In case the place is neither owned not taken on rent then a No Objection Certificate (NOC) is required along with any utility bills like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner.
- The utility bill should not be older than two months.
- Note: The name and address mentioned on the water bill/ electricity bill/property tax receipt should exactly match with the NOC Certificate from Landlord and the Rental Agreement.
- Important point: A building under construction or vacant land can not be declared as the registered office of a company. However, it is not mandatory for the registered office to be a commercial or industrial property. A residential property can also be the registered office of the company.
Books of Account of Company to be maintained at the Registered Office: As you may be aware that every company has to prepare and maintain its books of account at the registered office of the company. However, in case the company wants to maintain its books of account at some other place, then it can do so, however, an intimation to the ROC must be filed within seven days of arriving at such a decision.
The registered office of a company is the office address which is recorded by the ROC in its register of companies as the Registered Office of the company. A company can have various offices that may be known by any name but the same can not be replaced or substituted for the registered office requirement for the company. The other common name of the office for the company may be as under:
- Head Office,
- Corporate Office
- Marketing Office
- Administrative Office
- Zonal Office,
- Regional Office,
- Branch Office, etc,
The registered office address of a company can be changed as per the requirement of the company. The process of shifting the registered address depends on a case to case basis. For example change of RO within the same city, town or village is easiest while the shifting of registered office from one state to another is a complex process. The following are the various situations of change in the registered office address of the company.
- Change within local limits of the city: The process is simple and the company has to file form INC-22 along with evidence of new registered office and the NOC from the owner.
- From one city to another within the same ROC: The RO Change outside the local limits of the city can be done by passing a special resolution in the meeting of shareholders. The special resolution is filed for approval of the ROC in Form MGT 14 and after the approval of MGT14, Form INC 22 is filed with the ROC.
- Form jurisdiction of one roc to another roc, however within the same state: There are few states where we have more than one ROC, for example, state of Maharashtra, Tamilnadu, etc; In case the change of registered office is from the jurisdiction of one ROC to another ROC, then approval of the regional director of the ministry of corporate affairs is required. This change also requires a newspaper advertisement for the proposed new address.
- From one state to another state: The change of registered office address from one state to another is the most complicated process in comparison with the above three situations. The petition for seeking approval of the change is filed before the RD office after serving notice to the secretary of the respective state government, all creditors of the company and newspaper publication.
Registered Office of an LLP: In the case of a Limited Liability Partnership (LLP), the requirement for a registered office is similar to the requirements of the registered office of a company. However, the forms required to be filed for declaration and change in the registered address of an LLP would be different.