The memorandum must state the name of the State in which the registered office is situated.
The exact address is NOT required to be stated in the memorandum.
## 2. Nature of Registered Office Address
Cannot be a P.O. Box.
Must be a physical location where someone is present to receive service of legal documents during normal business hours.
It may differ from the Head Office or Corporate Office.
## 3. Importance
The domicile and nationality of a company are determined by the place of its registered office.
## 4. Time Limits Under Section 12
Event
Time Limit
Must have a registered office
From the 30th day of incorporation
Furnish verification of registered office to ROC
Within 30 days of incorporation
Notice of change in registered office (Form INC-22)
Within 30 days of change (60 days for IFSC companies)
## 5. Labelling Requirements (Section 12)
Every company shall:
### (a) Paint/Affix Name and Address
Outside every office or place where business is carried on.
In a conspicuous position and legible letters.
If local language characters are different, also in characters of that language.
### (b) Seal
Name must be engraved in legible characters on the company's seal (if any).
### (c) Print on Business Documents
Print the following on all business letters, billheads, letter papers, notices and official publications:
Name
Address of registered office
Corporate Identity Number (CIN)
Telephone number
Fax number (if any)
E-mail and website addresses (if any)
### (d) Hundies, Promissory Notes, Bills of Exchange
Name must be printed on these and other prescribed documents.
## 6. Penalty for Default [Sub-section 8]
If default in complying with Section 12:
Company AND every officer in default liable to a penalty of ₹1,000 per day during continuing default.
Maximum: ₹1,00,000
Worked example
### Example 1
Example 1: A company was incorporated on 1st January. By when must it have a registered office and furnish verification to ROC?
Answer: Per Section 12, the company must have a registered office from the 30th day of incorporation (i.e., by 31st January) and furnish verification to ROC within 30 days of incorporation.
### Example 2
Example 2: XYZ Ltd. uses a P.O. Box address as its registered office. Is this valid?
Answer:No. The registered office cannot be a P.O. Box. It must be a physical location where someone is present during business hours to receive service of legal documents.
### Example 3
Example 3: A company failed to print its CIN on its business letterheads for 50 days. Compute the penalty.
Answer: Per Section 12(8), penalty is ₹1,000 per day. For 50 days = ₹50,000 payable by the company and every officer in default (subject to maximum of ₹1,00,000).
⚠️ Common exam mistakes
Stating that the exact address of the registered office must be in the memorandum — only the name of the State is required.
Forgetting to include CIN, telephone, email, website on business letters.
Treating a P.O. Box as a valid registered office address.
Ignoring the ₹1,00,000 maximum cap on the daily penalty.
Bare-Act text Section 12 · The 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.
Section 12(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; (b) have its name engraved in legible characters on its seal, if any; (c) get its name, address of its registered office and the Corporate Identification 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.
Section 12(8): If any default is made in complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakh rupees.