valid as on 08/12/2019

Section 12.Registered office of company.
Effective from 01-04-2014, font in blue w.e.f., 02.11.2018

(1) A  shall, on and from the fifteenth day of its incorporation  and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.

 a Specified IFSC  shall have its registered office at the International Financial Services Centre located in the approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 read with the Special Economic Zones Rules, 2006, where it is licensed to operate, at all times.

a Specified IFSC private company shall have its registered office at the International Financial Services Centre located in the approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005 read with the Special Economic Zones Rules, 2006, where it is licensed to operate, at all times.”.

(2) The company shall furnish to the verification of its registered office within a period of  of its incorporation in such

(3) Every company shall—

(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, 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 in the characters of that language or of one of those languages;

(b) have its name engraved in legible characters on its seal ;

(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications; and

(d) have its name printed on hundies, promissory notes, bills of exchange and such other  

Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during the last two years as required under clauses (a) and (c):

Provided further that the words ” ” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.

(4) Notice of every change of the situation of the registered office, verified after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.

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

(a) 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

(b) 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:

Provided that no company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application made in this behalf by the company in the

(6) The confirmation referred to in sub-section (5) shall be communicated within a period of thirty days from the date of receipt of application by the Regional Director to the company and the company shall file the confirmation with the Registrar within a period of sixty days of the date of confirmation who shall register the same and certify the registration within a period of thirty days from the date of filing of such confirmation.

(7) The certificate referred to in sub-section (6) shall be conclusive evidence that all the requirements of this Act with respect to change of registered office in pursuance of sub-section (5) have been complied with and the change shall take effect from the date of the certificate.

(8) If any default is made in complying with the requirements of this section, the company and every shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.

If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.

2(20) Company means a company incorporated under this Act or under any previous company law
Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 27.07.2018. To view the notification,Click Here
Inserted vide Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017. To view the notification Click Here
2(71) Public Company, means a company which—

(a) is not a private company and;

(b) has a minimum paid-up share capital, as may be prescribed:

Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles.

Inserted vide Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017. To view the notification Click Here
2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
To be be read as sixty days for IFSC Private and IFSC Public company vide GSR 8(E)and GSR 9(E) dated 04.01.2017.To view the notification Click Here
Refer rule 25 and Form No. INC 22 of the Companies (Incorporation) Rules,2014. To view the rule,Click Here
Inserted vide the Companies (Amendment) Act, 2015 (21 of 2015), notified on 26th May, 2015, with effect from 29th May 2015 vide notification S.O. 1440(E). To view the notification,Click Here
2(36) Document includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form
Refer rule 26 of the Companies (Incorporation) Rules,2014. To view the rule,Click Here
2(62) One Person Company means a company which has only one person as a member
Refer rule 27 and Form No. INC 22 of the Companies (Incorporation) Rules,2014. To view the rule,Click Here
  1. Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 27.07.2018. To view the notification,Click Here
  2. To be be read as sixty days for IFSC Private and IFSC Public company vide GSR 8(E)and GSR 9(E) dated 04.01.2017.To view the notification Click Here

 For IFSC Private Company to be read as

(5) Except on the authority of a resolution passed by the Board of Directors, the registered office of the Specified IFSC private company shall not be changed from one place to another within the International Financial Services Centre:

Provided that a Specified IFSC private company shall not change the place of its registered
office to any other place outside the International Financial Services Centre.

For IFSC Public Company to be read as

(5) Except on the authority of a resolution passed by the Board of Directors, the registered office of the Specified IFSC public company shall not be changed from one place to another within the International Financial Services Centre:

Provided that the Specified IFSC public company shall not change the place of its registered office to any other place outside the said International Financial Services Centre.

vide GSR 8(E) and GSR 9(E).

To view the notification Click Here

Refer rule 28 and Form No. INC 23 of the Companies (Incorporation) Rules,2014. To view the rule,Click Here
2(60) Officer who is in default, for the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine or otherwise, means any of the following officers of a company, namely: —

(i) whole-time director;

(ii) key managerial personnel;

(iii) where there is no key managerial personnel, such director or directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the directors, if no director is so specified;

(iv) any person who, under the immediate authority of the Board or any key managerial personnel, is charged with any responsibility including maintenance, filing or distribution of accounts or records, authorises, actively participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default;

(v) any person in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act, other than a person who gives advice to the Board in a professional capacity;

(vi) every director, in respect of a contravention of any of the provisions of this Act, who is aware of such contravention by virtue of the receipt by him of any proceedings of the Board or participation in such proceedings without objecting to the same, or where such contravention had taken place with his consent or connivance;

(vii) in respect of the issue or transfer of any shares of a company, the share transfer agents, registrars and merchant bankers to the issue or transfer

Inserted vide the Companies (Amendment) Act, 2019 dated 31.07.2019 w.e.f., 02.11.2018. To view the Amendment Act, Click Here.

2.1.25-Companies (Incorporation) Rules,2014

25. Verification of registered office.-

(1) The verification of the registered office shall be filed in along with the fee, and

(2) There shall be attached to said Form, any of the following documents, namely :-

(a) the registered document of the title of the premises of the registered office in the name of the company; or

(b) 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;

(c) the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

(d) the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

Active Company Tagging Identities and Verification (ACTIVE).-
(1) Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification)  on or before 25.04.2019.

 

Provided that any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register:

Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e- Form ACTIVE:

Provided also that in case a company does not intimate the said particulars, the Company shall be marked as “ACTIVE-non-compliant”  on or after 26th April, 2019 and shall be liable for action under sub-section (9) of section 12 of the Act:

Provided also that no request for recording the following event based information or changes shall be accepted by the Registrar from such companies marked as “ACTIVE-non-compliant”, unless ” e-Form ACTIVE” is filed

(i) SH-07 (Change in Authorized Capital);
(ii) PAS-03 (Change in Paid-up Capital);
DIR-12 (changes in Director except in case of:
(a) cessation of any director or
(b) appointment of directors in such company where the total number of directors are less than the minimum number provided in clause (a) of sub-section (1) of section 149 on account of disqualification of all or any of the director under section 164.
(c) appointment of any director in such company where DINs of all or any its director(s) have been deactivated.
(d) appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Code, 2016).
(iii)DIR- 12 (Changes in Director except cessation);
(iv) INC-22 (Change in Registered Office);
(v) INC-28 (Amalgamation, de-merger)

 

(2) Where a company files “e-Form ACTIVE”,  on or after 26th April, 2019the company shall be marked as “ACTIVE Compliant”, on payment of fee of ten thousand rupees”.

To view the return,Click Here
Inserted vide the Companies (Incorporation) Amendment Rules, 2019 dated 21.02.2019 w.e.f., 25.02.2019. To view the Notification, Click Here
Substituted vide the Companies (Incorporation) Fourth Amendment Rules, 2019 dated 25.04.2019. To view the Notification, Click Here.
Substituted vide the Companies (Incorporation) Fourth Amendment Rules, 2019 dated 25.04.2019. To view the Notification, Click Here.
Substituted vide the Companies (Incorporation) Eighth Amendment Rules, 2019 dated 16.10.2019. To view the Notification. Click Here.
Substituted vide the Companies (Incorporation) Fourth Amendment Rules, 2019 dated 25.04.2019. To view the Notification, Click Here.

2.1.26-Companies (Incorporation) Rules,2014

26. Publication of name by company.-

The Central Government may as and when required, notify the other documents on which the name of the company shall be printed.

Substituted vide  notification dated 27.07.2016,  Companies (Incorporation) Third Amendment Rules, 2016. To view the notification,Click Here
Substituted vide  notification dated 27.07.2016,  Companies (Incorporation) Third Amendment Rules, 2016. To view the notification,Click Here

2.1.27-Companies (Incorporation) Rules,2014

27. Notice and verification of change of situation of the registered office.-

The notice of change of the situation of the registered office and verification thereof shall be filed in along with the fee and shall be attached to the said form, the similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.

.To view the return,Click Here

2.1.28-Companies (Incorporation) Rules,2014

.-

(1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in   along with the fee and following documents,-

(a) Board Resolution for shifting of registered office;

(b) Special Resolution of the members of the company approving the shifting of registered office;

(c) a declaration given by the Key Managerial Personnel or any two directors authorised by the Board, that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for the payment thereof;

(d) a declaration not to seek change in the jurisdiction of the Court where cases for prosecution are pending;

(e) acknowledged copy of intimation to the Chief Secretary of the state as to the proposed shifting and that the employees interest is not adversely affected consequent to proposed shifting.

The Regional Director shall examine the application referred to in sub-rule (1) and the application may be put up for orders without hearing and the order either approving or rejecting the application shall be passed within fifteen days of the receipt of application complete in all respects.

The certified copy of order of the Regional Director, approving the alternation of memorandum for transfer of registered office company within the same State, shall be filed in Form No.INC-28 along with fee with the Registrar of State within thirty days from the date of receipt of certified copy of the order.

 (1) An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another Registrar of Companies, shall be filed by the company with the Regional Director in along with the fee.

(2) The company shall, not less than one month before filing any application with the Regional Director for the change of registered office.-

(a) publish a notice, at least once in a daily newspaper published in English and in the principal language of that district in which the registered office of the company is situated and circulating in that district; and

(b) serve individual notice on each debenture holder, depositor and creditor of the company, clearly indicating the matter of application and stating that any person whose interest is likely to be affected by the proposed alteration of the memorandum may intimate his nature of interest and grounds of opposition to the Regional Director with a copy to the company within twenty one days of the date of publication of that notice:

Provided that in case no objection is received by the Regional Director within twenty one days from the date of service or publication of the notice, the person concerned shall be deemed to have given his consent to the change of registered office proposed in the application:

Provided further that the shifting of registered office shall not be allowed if any inquiry, inspection or investigation has been initiated against the company or any prosecution is pending against the  company under the Act.

Rule 28 substituted vide Companies (Incorporation) Second Amendment rules, 2017 dated 27.07.2017. To view the notification,Click Here
To view the return,Click Here
Inserted vide the Companies (Incorporation) Eighth Amendment Rules, 2019 dated 16.10.2019. To view the Notification. Click Here.
 Inserted vide the Companies (Incorporation) Eighth Amendment Rules, 2019 dated 16.10.2019. To view the Notification. Click Here.
Rule 28 substituted vide Companies (Incorporation) Second Amendment rules, 2017 dated 27.07.2017. To view the notification,Click Here
To view the return,Click Here
Inserted vide  notification dated 27.07.2016,  Companies (Incorporation) Third Amendment Rules, 2016. To view the notification,Click Here

Commencement Notification Dated 27.07.2018


Companies (Incorporation) Second Amendment Rules, 2017 dated 27/07/2017


Companies (Incorporation) Third Amendment Rules, [GSR 743(E)] dated 27/07/2016


Enforcement Notification S.O. 1440(E) dated 29/05/2016


Enforcement Notification S.O. 902(E) dated 26/03/2014


Exemption to Specified IFSC Private company [GSR 09(E)] dated 04/01/2017


Exemption to Specified IFSC Public company [GSR 08(E)] dated 04/01/2017


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


The Companies (Amendment) Act, 2019 dated 31.07.2019


The Companies (Amendment) Act,2015

 


The Companies (Amendment) Ordinance, 2018 dated 02.11.2018 [repealed vide the Companies (Amendment) Ordinance, 2019]


The Companies (Amendment) Ordinance, 2019 dated 12.01.2019 w.e.f., 02.11.2018


The Companies (Incorporation) Eighth Amendment Rules, 2019 dated 16.10.2019


The Companies (Incorporation) Fourth Amendment Rules, 2019 dated 25.04.2019


The Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019


Form INC 23 (Effective from 27.07.2017)


FORM NO. INC.22 Notice of situation or change of situation of registered office


FORM NO. INC.23 Application to the Regional Director for approval to shift the Registered Office from one state to another state or from jurisdiction of one Registrar to another Registrar within the same State


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