Registered office of a Company

November 14, 2022

Registered office of Company

This article is written by Monika Pilania, a student of Maharshi Dayanand University, Rohtak. This article seeks to elucidate the concept of Registered office of a company.

Meaning of Registered office

The majority of a company’s business operations are generally carried out in its registered office. At the time of the company’s incorporation, the promoters choose the State where the registered office will be located. A corporation’s registered office is its principal location, where all correspondence from governmental agencies pertaining to the company should be sent. During incorporation, the promoters of a company or Limited Liability Partnership (LLP) must specify the registered office of the business and keep certain records there.

A registered office is a company’s official address where all correspondence from the government, non-profit organisations, and regulatory bodies will be sent.

Registered office is a mandatory requirement under Companies Act 2013

All companies registered under the Companies Act, 2013 are legally required to have a registered office address in India as of the date of the start of business or within thirty days of the date of incorporation, whichever comes first, according to the provisions of section 7 of the Companies Act, 2013. However, the prospective business must disclose the address of its proposed registration office at the time of incorporation itself in accordance with the incorporation procedure in place as of the date.

Requirement for Registered Office During Company Registration

Declaring the Registered office of the Company and submitting supporting documentation are requirements when a company is incorporated. Typically, the following paperwork must be submitted when disclosing a company’s registered office upon incorporation:

a registered copy of the title to the property where the business’s registered office is located, if the property is/are owned by the company;
a notarized copy of the lease or rental agreement in the business’s name and a copy of the rent payment receipt that is no older than one month; or
If the property is neither owned nor rented, a No Objection Certificate (NOC) must be submitted together with any utility bills, such as those for telephone, gas, and electricity, that list the property’s address and the owner.
Ideally, the utility bill is no more than two months old

It is important to remember that the name and address listed on the rental agreement, landlord’s NOC certificate, water bill, and property tax receipt all exactly match each other. Additionally, a company’s registered office cannot be an undeveloped land or a structure that is still under development. The requirement that the registered office be a commercial or industrial facility is not mentioned either, though. It is possible for a company’s registered office to be a home.

The Companies Act of 2013 gives the firm the option to declare a temporary location if the registered office of the company was not chosen when the application for formation was made. Within 15 days of the Company’s incorporation, the registered office must be acknowledged by filing INC 22.

Statutory Registers of the Corporation at the Registered Office: A company is required to keep a number of statutory registers and records at its registered location. A corporation may, however, decide to store its statutory registers in another location where at least 10% of its shareholders reside; in order to do so, the firm must adopt a special resolution and submit Form MGT-14. For further information, please see our blog post on a company’s statutory books and registers.

Domicile of company: The registered office of the Company will also be used to ascertain the domicile of the company (State of Incorporation). Based on the state or region the company’s registered office is located or situated, the Registrar of the Company (ROC) will be chosen. Any changes to the company’s registered office address must be communicated to the ROC within a certain amount of time.

The company’s books of account must be kept at its registered office: As you may know, every company is required to create and keep its books of account at its registered office. However, if the company chooses to keep its books of accounts somewhere else, it may do so as long as it notifies the ROC in writing within seven days of making such a choice.

The office address listed by the ROC in its register of companies as the registered office of the company is the registered office of a company. Although a company may have several locations under multiple names, the necessity for the registered office of the company cannot be waived or substituted. The company’s office may also be referred to by other names, such as the head office, corporate office, marketing office, administrative office, zonal office, regional office, branch office, etc.

Change of Registered office

Depending on the needs of the company, the registered office address might be modified. The method for changing the registration address varies from case to case. For instance, changing the registered office (RO) within the same city, town, or village is simple, butchanging the registered office from one state to another is difficult. The following are the many circumstances where the company’s registered office address may change.

Within the city’s immediate boundaries, a change: The procedure is straightforward, and the company only needs to submit Form INC-22 together with documentation of its new registered office and the owner’s NOC.
Within the same ROC, from one city to another A special resolution might be approved at the shareholders’ meeting to effect change outside of the city limits. After the ROC approves Form MGT 14, Form INC 22 is submitted to the ROC in order to implement the special resolution.
From one roc’s authority to another roc’s, but within the same state: Only a few states, like Maharashtra and Tamil Nadu, have more than one ROC. If the registered office is moving from one ROC’s jurisdiction to another, the regional director of the ministry of corporate affairs must approve the change. The planned new address must also be advertised in the newspaper as part of this modification.
From one state to another: Of the three scenarios mentioned above, changing the registered office address from one state to another is the trickiest operation. After notifying the secretary of the relevant state government, all of the company’s creditors, and publishing notice in a newspaper, the petition for seeking permission of the change is filed with the RD office.

LLP’s registered office

The requirements for a Limited Liability Partnership’s (LLP) registered office are quite similar to those for a company’s registered office. Because paperwork must now be filed for the affirmation of an LLP’s registered office, the idea discussed in this article also applies to LLPs.

Can a co-working space, shared office, or virtual office address serve as the company’s registered office address?

Section 12 of The Companies Act 2013 mandates that a company maintain a registered office, which must be equipped to receive and acknowledge all letters and notices that may be directed to it. Additionally, the business’s registered office address is where the statutory records of the company must be kept. Therefore, unless this is a lockable location, having a registered office address at co-working g space is unacceptable.

References

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November 14, 2022