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Registered Office Address Rules – Then and Now

The Registered Office Address Rules – Then and Now has serious implications on today’s corporate issues, as far as company/LLP incorporation and annual maintenance, change of registered office address is concerned.

Registered office of the company- Governing Provisions

Every business entity has a principal place of business activities, which in case of partnership or other business  form,  is  called  its  head  office  and  in  case  of  a  company or a LLP it  is  called  its  registered  office.  The address  of  the  situation  of  the  registered  office  is  one of the most important aspects during  the  life  of  a  company.  The registered office indicates the office of the Registrar which keeps the records of the company and enables the  law-enforcing  authorities  and  the  general  public  to  approach  the  company  at  its  registered  office whenever  the  authorities  or  a  member  of  public,  anywhere  in  the  world,  find  the  need  to  contact  the company  or  serve  legal  notices.  The jurisdiction of the  court  shall  also  be  determined  according  to  the  situation  of  the  registered  office  of  the  company. Provisions relating to the registered office shall apply to all types of companies. A  company  is  governed  in  accordance  with  the  provisions  of  the Companies  Act,  1956  therefore,  it  is  mandatory  for  a  company  to  keep  the  Registrar  of  Companies informed of the location of the registered office and changes thereto from time to time

The Existing Norms

1. Location of the registered office of a new company

The State  in which  the  registered office  shall  be  situated  has  to be  decided by  the promoters  at  the inception of idea for incorporation of a company, since the application for availability of name is required to be submitted to the Registrar of Companies, in whose jurisdiction, the registered office shall be situated.  Section 146 of the Companies Act, 1956 provides that a company shall have its registered office in the State stated in the Memorandum from the day it begins to carry on business or by the 30th day after the date of its incorporation. The intimation shall be given to the Registrar in e-Form 18 along with the fees prescribed as per Schedule X to the Companies Act.

In e-Form 18 the effective date of shifting/establishment of the registered office, the following things has to be made known to the concerned ROC :

  • Complete postal address
  • E-mail address
  • Name and address of the nearest police station(with district and tehsil)

As a general rule of prudence, a company whose shares are held by a large number of persons who are not  tied  by  bonds  of  kinship,  etc.,  should  be  located  as  far  as  possible  in  the  premises  not  ordinarily occupied by managing directors or manager.

2. Requirement of submission of intimation for situation of registered office to the registrar

The  intimation  in  e-Form 18 may be  filed with  the Registrar  electronically within 30 days  from  the date  of  incorporation  of  a  company. However,  in  practice  the  address  of  the  registered  office  is  being submitted along with other documents filed with the Registrar for incorporation of a company. In such case the ‘Name availability reference number should be filed up and the address of the registered office cannot be given as the company is not registered as such.

3. Requirements of having a registered office of a company

The Registered Office of a company is an identical address for reorganization of its functions. It has the following purposes to serve:—

(i) for service of documents on a company or an officer thereof either personally or by a certificate of posting or by a registered post; [Section 51]
(ii) determination of jurisdiction of Court on a company;
(iii) determination of domicile of a company for all practical purposes;
(iv) determination of applicability of duty as per relevant Stamps Act for stamping on Memorandum of Association, Articles of Association, Share certificates and Debenture certificates, etc.;
(v) area limit for holding Annual General Meeting; [Section 166]
(vi) inspection of different registers and records as provided under the Companies Act;
(vii) place for deposit of proxies and other documents.

4. Service of documents on company at its registered office

Section 51 provides that any document may be served on a company or an officer thereof by sending it to the company or its officers at the registered office of the company by post under a certificate of posting or by registered post or by leaving it at its registered office.

5. Service of documents in the absence of a registered office

If a company has not provided  the address of  the  registered office  to  the Registrar of Companies as required under the Act, in such situation documents served at an office or place used by the company for its business activities shall be considered as duly served.

6. Name and address of registered office of a company to be indicated on the outside of all its office premises

In  terms of  the provisions of section 147 of  the Companies Act, every company shall have  its  ‘name board’ on the outside of its every office and business premises, in English and in the language of that region where such office is situated which shall also contain the address of its registered office. The name of the company  and address of  the  registered office  shall  also be mentioned  in  its  letterheads, bill heads,  share certificates and all other documents used by the company from time to time.

7. Whether registered office in which shareholding is broad based can be located in managing director’s residence

In  a  particular  case  the  registered office  of  a company was  located at  the  residence of  the managing directors. It was alleged that they had easy access to the company’s cash balances and made unauthorized use of them. Besides, important registers like the register of members, minute books, transfer registers, etc., were also with easy access of persons-in-charge of the affairs of the company. While, prima facie, there is no objection  in  law  to such an arrangement,  it was clear  from  the  facts of  the case  that  the arrangements were not  justified  in  locating  the office at  their  residence. For,  in  this case,  suspicion was aroused  in  the minds of the shareholders, many of whom had no confidence in the management. As a general rule of prudence, a company whose shares are held by a large number of persons who are not  tied  by  bonds  of  kinship,  etc.,  should  be  located  as  far  as  possible  in  the  premises  not  ordinarily occupied by managing directors or manager.

8. Penalty for failure to comply with the requirement

In  case  if  a  company  commits default  in  submission of  intimation  to  the Registrar  for  situation  and change thereof in e-Form 18 as required under section 146 or for not keeping the name board as required under  section  147  of  the Companies Act,  the  company  and  its  every  officer who  is  in  default  shall  be punishable with fine which may extend to Rs. 500 for every day during which the default continues.

 

The Newly Inserted Norms

W.e.f 25th December, 2012, MCA has revised and updated the requirements while filing Form 18 i.e., notice of situation of registered office for the purpose of incorporation of a private limited company. It is interesting to note that it is applicable to both new as well as existing companies. While incorporating a new Private Limited company or while shifting of registered office address, e-Form 18 shall be filed with the Registrar of Companies within whose jurisdiction the office of the company is situated along with the proof of address as additional attachments as per the following:

In case of Lease property/rented property:

  • Copy of registered Lease deed/Rent agreement
  • Whether sub lease/sub tenancy is provided in the agreement, if so under which clause (if applicable)
  • NOC from the Lessee/Lessor/tenant.
  • Copy of registered ownership deed of the owner
  • Copy of Municipal Tax receipt (KMC Receipt)

In case of ownership by Director/other company:

  • Copy of registered ownership deed
  • Copy of Municipal Tax receipt (KMC Receipt)
  • Title search report by a competent lawyer in case tax receipt is prior to 15 days of date of filing incorporation
  • NOC from the owner

Also, a certification from CA/CS/CWA (in whole-time practice) shall be required stating that he/she has visited in person and made due verifications and given opinion that the premises are indeed at the disposal of the applicant of the company.