# Situation Clause of MOA

## 1. Statutory Requirement

Per Sec. 4(1)(b), the MOA shall specify the State in which the company's registered office will be located.

Note: The MOA mentions only the state, not the exact address. The full address is intimated to the ROC via Form INC-22 within 30 days of incorporation (Sec. 12).

## 2. Why the Registered Office Matters

Purpose	Why it matters
Determines jurisdiction	Identifies ROC, RD, NCLT, High Court; affects tax filings
Domicile of the company	Anchors legal residency for compliance
Statutory books are kept here	Records of members, charges, minutes, etc.
Venue of meetings (public co.)	General meetings must be at R.O. or same city
Address for communications	All notices and correspondence are sent here

## 3. Compliance Obligations

A company shall:

Establish a registered office within 30 days of incorporation, AND
Maintain it at all times to receive and acknowledge all communications and notices.

Worked example

### Example 1

Q. XYZ Ltd. was incorporated on 1st March 2026. By when must it establish its registered office, and what document is used?

A. The registered office must be established within 30 days of incorporation — by 30th March 2026. The address must be intimated in Form INC-22.

### Example 2

Q. Can a public company hold its AGM at a hotel 50 km from its registered office in a different city?

A. No. The general meetings of a public company must be held at the registered office or within the same city/town/village. A different city violates the rule.

⚠️ Common exam mistakes

Stating the MOA must contain the full street address — it only states the state; the full address is filed in INC-22.
Confusing the timeline — the 30-day window applies to establishment of the registered office.
Believing AGMs can be held anywhere — for public companies they must be at R.O. or same city/town/village.

Bare-Act text Section 4(1)(b) read with Section 12(1) · Companies Act, 2013 · click to expand

Sec. 4(1)(b): The memorandum of a company shall state the State in which the registered office of the company is to be situated. Sec. 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.

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Situation Clause (Registered Office) in MOA

Worked example

⚠️ Common exam mistakes