REGISTERED OFFICE OF A COMPANY

[Mr. M. GOVINDARAJAN]

Company, whether it is private limited or public limited, is to be registered under the provisions of the Companies Act.  A company may have various units situated in various places.   Therefore it is a must for a company to have a registered office as a Central office for all purposes.  The situation of the registered office of a company determines its domicile for all purposes.  The registered office is different from ahead office.

The following are various provisions relating to registered office:

• The register of members to  be kept in Registered Office – Sec. 163;
• The right of inspection has to take place in Registered Office – Sec. 163;
• The Register of directors etc., is also to be kept in Registered Office – Sec. 303;
• The account books are to be maintained in Registered office unless the directors decide otherwise- Sec. 209;
• The register of mortgages and charges and copies of registered documents are also to be kept in Registered office –Sec. 143;
• The right of inspection of the above – Sec. 144;
• Banking and insurance companies have to publish their statements of accounts at the registered office –Sec. 223;
• Service of documents should be effected there – Sec. 51.

Sec. 146 of the Companies Act deals with the registered office of a company.  According to this Section a company shall, as from the day on which it begins to carry on business, or as from the thirtieth day after the date of its incorporation, whichever is earlier, have a registered office to which all communications and notices may be addressed.  Notice of the situation of the registered office and of every change therein shall be given within thirty days after the date of incorporation of the company or after the date of the change, as the case may be, to the Registrar who record the same.  The inclusion in the annual return of a company of a statement as to the address of its registered office shall not be taken to satisfy the obligation imposed.

Except on the authority of a special resolution passed by the company, the registered office of the company shall not be removed-

• in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act, or where it may be situated later by virtue of a special resolution passed by the company; and
• in the case of any other company, outside the local limits of any city, town or village where such office is first situated, or where it may be situated later by virtue of a special resolution passed by the company. 

Non compliance of the provisions of Sec. 146 attracts penalty.  Every Officer of the company who is in default shall be punished with fine which may extent to Rs.500/- for every day during which the default continues.

As per Section 17A of the Companies Act no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within a State unless confirmed by Regional Director.  The change of registered office from one State to another will require the confirmation of Company Law Board. 

In case of change in the situation of the registered office outside the local limits of any city, town or village but within the state and within the jurisdiction of the same Registrar of Companies-

• e-Form No. 23 is to be filed electronically along with the copy of special resolution passed by the company;
• In case of a listed public company, the resolution for change of registered office is to be passed through postal ballot.

In case of change in the situation of the registered office outside the local limits of any city, town or village through within the same state but from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies-

• Confirmation from Regional Director is to be received;
• The confirmation is to be electronically filed with the Registrar of Companies in e-Form No. 1AD within two months from the date of confirmation;
• e-Form No. 23 is to be filed electronically within 30 days with the copy of special resolution passed by the company;
• e-Form No. 18 is to be filed electronically with both Registrar of Companies within 30 days;
• the Registrar of Companies will certify the registration.

In the case of change in situation of the registered office from one State to another-

• e-Form No.18 is to be filed electronically filed with both the Registrar of Companies;
• e-Form No. 21 is to be filed electronically along with certified copy of the order of the Company Law Board with both the Registrar of Companies within three months.

Sec. 147 of the Companies Act requires the publication of name by company.   Sec. 147(1) provides that every company shall paint or affix its name and address of its registered office and keep the same printed or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in letters easily legible and if the characters employed therefor are not those of the language or of one of the languages, in general use in that locality, also the characters of the language or one of those languages.  If the said provision is not complied with 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.

Sec. 147(c) provides that every company shall have its name and the address of its registered office mentioned in legible characters in all its business letters, in all its bill heads and letter paper, and all its notices and other official publications.  Non compliance of this provision shall be punishable which may extend to Rs.500/-