Establishing a business entity with limited liability offers numerous benefits, such as the option to have a substantial number of contributors and the opportunity to draw in skilled professionals. To avail of these advantages, it’s crucial to diligently adhere to the regulations outlined in the applicable legislation. Specifically, within the first 30 days of incorporating, the registered office of a Private Limited Company must meet some essential requirements, as are given in this blog.
Requirements for Registered Office of a Private Limited Company
To ensure regulatory compliance and effective communication, companies are obligated to adhere to specific requirements concerning their registered office. These requirements are as follows:
1. Timely Establishment of Registered Office:
The company must establish a registered office capable of receiving and acknowledging communications and notices from the 15th day of its incorporation.
2. Verification Filing:
During the first 30 days of founding, the organization needs to provide confirmation of its official location to the Registrar of Companies using Form INC-22.
3. Exterior Display of Information:
The company is obligated to visibly showcase its name and registered office address on the exterior of every office or place where business activities take place. This information should be easy to read and placed conspicuously. It should be presented in one of the languages commonly used in the locality.
4. Common Seal:
If the company uses a common seal, it must engrave its name in clear characters on the seal.
5. Presence in Business Communication:
Include the company’s name, registered office address, Corporate Identity Number, etc., in all business letters and other official publications.
6. Consequences for Failure to Comply:
Not complying with any of the registered office obligations may result in penalties. A company and any accountable officer may incur a penalty of Rs. 1,000 per day, not exceeding Rs. 1,00,000.
Importance of Registered Office of a Private Limited Company
The official location of a company holds a vital function as the designated point for receiving all formal communications related to the company. While a business might maintain various other offices such as a corporate office, administrative office, branch office, or a factory, it is imperative that the registered office is formally registered with the Ministry of Corporate Affairs. Unlike additional offices, notifying the Registrar of Companies about changes to the registered office is not necessary.
The registered office not only serves as the primary recipient of official communications but also determines the company’s legal domicile, indicating the state of incorporation.
Documentary Proof for Registered Office of a Private Limited Company
When stating the company’s registered office during the incorporation process, it is important to submit the following documents:
1. Utility Bills and Property Tax Receipt:
Electricity bill, water bill, or the property tax receipt that can show the address of the registered office.
2. Certificate of Approval:
An acknowledgment from the property owner of the official location to affirm the company’s utilization of the space.
3. Agreement for Tenancy:
An accord between the property owner and the company detailing the conditions and stipulations of the lease.
It must be verified that the particulars on the aforementioned invoices or property tax receipt align with the information on the property owner’s approval certificate and the tenancy agreement. It is important to highlight that a company’s official location cannot be an unoccupied area or a structure under construction. Additionally, there is no prerequisite specifying that the official location must be a commercial or industrial property; it can also be a residential property.
Even in situations where the company has not yet settled on an official location during the incorporation filing, the Companies Act permits the declaration of a temporary address.
Change of Registered Office of a Private Limited Company
After the registered office of a Private Limited Company is confirmed through submission of the Form INC 22, any change of the registered office of company must be communicated to the RoC. The process for notifying changes depends on the location of the new registered office:
1. Change within the Same Local Area:
If the new registered office of a Private Limited Company is within the same locality, city, or village, the company must submit the relevant forms to the ROC within fifteen days of the change.
2. Change outside Local Limits:
If the new registered office is outside the local limits of any city, town, or village, a special resolution must be passed by the company to approve the change.
3. Change in Jurisdiction:
If the change involves moving the registered office from one jurisdiction of an ROC to another, approval from the Regional Director of the ROC is required.
Adhering to these protocols is essential for legal conformity and the upkeep of precise records with regulatory bodies. Neglecting to communicate alterations to the registered office within the specified time frames could lead to fines or legal repercussions. Companies are advised to adhere to the designated procedures to seamlessly implement any modifications to their registered office.
Final Thoughts
The registered office of a private limited company holds vital significance as the designated hub for official communications and legal processes. Its precise location determines jurisdictional compliance, and any alterations necessitate prompt notification to regulatory authorities. Documenting the company’s registered office through mandatory filings ensures transparency and adherence to legal standards. Compliance with specific requirements, such as displaying information externally and inclusion in official documents, is imperative. The registered office is nothing but a display of a company’s legal identity, that shows its commitment to regulatory norms and gives a foundation for effective corporate governance.
