Process of shifting of Registered Office of a company (under the provisions of Companies Act 2013)

[2021] 130 taxmann.com 137 (Article)

Registered office of a company – Meaning

1. The registered office of a company is by and large the principal place of business activities conducted by a company. Promoters of the Company decide the State in which the registered office shall be situated at the time of incorporation of the company. The registered office of a company is the main office of the Company to which all communication relating to the company is sent by the governmental departments..

2. The promoters of a company or Limited Liability Partnership (LLP) must declare the registered office of the company during incorporation and maintain certain documents at the registered office.

A registered office is the official address of a company to which all official letters and reminders will be sent by any person, any government or non-government or regulatory body.

Governing provisions for registered office

2. As per the provisions of section 7 of the Companies Act, 2013, all companies which are registered under the Companies Act 2013 are legally required to have a registered office address in India from the date of commencement of business or within thirty days from the date of incorporation whichever is earlier. However, under the incorporation process effective as of date, the proposed company is required to intimate the address of its proposed registered office at the time of incorporation itself.

By virtue of the above provisions, all types of companies (private, unlisted public companies, listed companies, and one person company) are mandatorily required to have the registered office and also to keep the Registrar of Companies informed about the location of the registered office and changes if any thereafter.

Relevant provisions in the Companies Act 2013 are as under:-

3. The company shall on and from the 30th day of its incorporation have a Registered Office capable of receiving and acknowledging all communications and notices as may be addressed to it. This is very important because without the Registered Office in place and a verification duly filed there under the company cannot commence its business;

As per section 12(2), it is the duty of the Company to furnish to the ROC verification of its registered office within a period of thirty days of its incorporation and the provisions related to verification of registered office of the company are given in Rule 25 of Companies (Incorporation) Rules, 2014.

Purposes for having the registered office

4. Some of the purposes for having the mandatory provisions of having the registered office are as under:-

1. Determination of the Jurisdiction of Court.

2. Determination of domicile of a company for all practical purposes.

3. Inspections of Registers and Records, as required to maintain under companies act at the registered office of the company.

4. Determination of Jurisdiction for payment of different types of duties.

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