# Section 12 - Registered Office (RO) of a Company

## 1. Requirement of Having RO

Within 30 days of incorporation, AND
At all times thereafter

The company must have a Registered Office capable of receiving communications and notices.

## 2. Verification with RoC

Company must furnish to RoC verification of RO within 30 days of incorporation.

## 3. Display & Stationery Requirements

Every company shall:

Requirement	Details
(a) Paint/Affix Name & Address	At outside of every office where business is carried on, in conspicuous position, legible letters, in local language(s)
(b) Engrave Seal	Name engraved in legible characters on its seal (if any)
(c) Print on Stationery	Name, RO address, CIN, telephone, fax, email, website on all business letters, billheads, letter papers, notices
(d) Negotiable Instruments	Name printed on hundies, promissory notes, bills of exchange, other prescribed documents

Special: If the name has changed in the last 2 years, the former name must also be printed/affixed.

## 4. Change in Registered Office - Notice Requirement

Notice of change in RO must be sent to RoC within 30 days of change (Form INC-22).

## 5. Categories of Change in RO

### A. Within Local Limits (Same City/Town/Village)

Only Board Resolution (BR) required
File INC-22 within 30 days

### B. Outside Local Limits but Within Same RoC Jurisdiction

Special Resolution (SR) required
File INC-22 within 30 days

### C. From One RoC to Another RoC within Same State

This requires Regional Director (RD) confirmation. Process flow:

```

Step 1: Pass SR

Step 2: File application to RD

Step 3: RD communicates confirmation within 30 days

Step 4: Company files confirmation with RoC within 60 days of RD confirmation

Step 5: RoC registers and certifies within 30 days of filing

```

Memory aid: 30-60-30

The certificate is conclusive evidence of compliance, and the change is effective from the date of certificate.

### D. From One State to Another (Covered under Section 13)

## 6. Penalty for Default (Sub-section 8)

Defaulter	Penalty
Company AND every OID	Rs. 1,000/day during default (max Rs. 1 lakh)

## 7. Strike Off Action

If RoC has Reasonable Grounds to Believe (RGTB) that company is not carrying on business:

May conduct physical verification of RO
If default in Sub-section (1) found → initiate action to remove company name from register

## 8. Comparative Table - Shifting of RO (Ajeeb Ltd. example)

Proposed RO	RoC	Section	BR	SR	CG/RD Approval	Time Compliances
Bandra (local limits, currently Dadar)	Mumbai	12	Yes	No	No	RoC intimation: 30 days
Thane	Mumbai	12	Yes	Yes	No	RoC intimation: 30 days
Pune (MH)	Pune	12	Yes	Yes	Yes (RD)	30-60-30 cycle
Ahmedabad (Gujarat)	Gujarat	13	Yes	Yes	Yes (RD)	60-30-30 cycle

## 9. Important Clarification

Can RO be different from Head Office or Corporate Office? — YES. The RO is the official communication address with RoC; the actual business operations can be at a different location.

Worked example

### Example 1

Example - Within Local Limits: 'Sunshine Pvt Ltd' has RO at Dadar, Mumbai. They want to shift to another building in Dadar. Only a Board Resolution and intimation to RoC via INC-22 within 30 days is sufficient. No SR or RD approval needed.

### Example 2

Example - Different City Same State: 'Sunshine Pvt Ltd' wants to shift RO from Mumbai (Mumbai RoC jurisdiction) to Pune (Pune RoC jurisdiction). Steps: (1) Pass SR (2) Apply to RD (3) RD confirms in 30 days (4) File with RoC within 60 days of RD order (5) RoC registers within 30 days. Memory: 30-60-30.

### Example 3

Example - Stationery Display: 'Bright Steel Ltd' changed its name from 'Old Steel Ltd' in 2025. Until 2027 (2 years from name change), all business letters, billheads, and notices must display both 'Bright Steel Ltd' AND former name 'Old Steel Ltd'.

### Example 4

Example - Strike Off: 'Ghost Ltd' has its RO address listed as a vacant warehouse. RoC visits for physical verification and finds no signage, no business activity, no person to receive communications. RoC may initiate strike-off proceedings.

⚠️ Common exam mistakes

Confusing the timeline 30-60-30 (within same state) with 60-30-30 (state change u/s 13).
Forgetting that within local limits of same city/town, only Board Resolution is needed - SR is NOT required.
Failing to print the former name for 2 years after a name change.
Believing RO must be the same as Head Office - they can be different addresses.
Skipping the physical verification consequence - RoC may strike off the company name if RO is not maintained.
Thinking SR alone is enough to shift RO from one RoC to another within same state - RD confirmation is also needed.

Bare-Act text Section 12 · Companies Act, 2013 · click to expand

Section 12(1): A company shall, within thirty days 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. (5) The registered office of the company shall not be changed outside the local limits of any city, town or village where such office is situated, unless a special resolution is passed by the company.

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Section 12 - Registered Office of Company

Worked example

⚠️ Common exam mistakes