Law and You > Corporate Laws > Companies Act, 2013 > Registered Office Clause of Memorandum of Association
Memorandum of Association is a document of prime importance for a company. The Memorandum of Association or MOA of a company defines the objectives, extent of authority, competency, liabilities and legal rights of the company. The second clause in Memorandum of association is a registered office clause or situation clause or domicile clause.
Section 12 of the Companies Act, 2013 talks about the Registered Office of the company. The registered office of a company is the place of its residence for the purposes of delivering or addressing any communication, service of any notice or process of Court of Law and for determining the question of jurisdiction in any action against the company. It is the place where all the statutory books, records, and registers of the company shall be maintained.
Memorandum of Association must state the name of the State in which the registered office of the company is to be situated i.e. the name of the state where the company operates and the jurisdiction of the Registrar of Company must be specified. It fixes up the domicile of the company. Before the incorporation of the company, it is sufficient to mention only the name of the state where the company is located. But after incorporation, the company has to specify the exact location of the registered office.
It is mandatory for the company to have a registered office within 15 working days. Likewise, the verification of the registered office must be completed in 30 days. If the default is made in complying with these requirements, the company and every other officer who is in default shall be punishable with fine which may extend to Rs.500/- for every day during which the default continues.
Under Section 12(3)(a) every company shall 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, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
Under Section 12(3)(c) every company shall get its name, address of its registered office and the Corporate Identity 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.
Change of Registered Office Clause:
Under Section 13(4) the alteration in the registered office can be done in a prescribed manner. The registered office can be moved from one state to another by a special resolution and sanction of the Central Government. The Central Government has to dispose of the application of change of registered office address within 60 days from the receipt of the application after satisfying itself that sufficient provisions had been made by the company for the due discharge of all debts and obligations or that adequate security has been provided for such discharge.
A certified copy of the order of the Central Government approving the alteration has to be filed with the Registrar of each of the States within the prescribed time. The Registrar has to register the same.
When the registered office is proposed to be shifted to any city, town, or village in the same State, and there is a change of jurisdiction of one ROC to another ROC in the same state, the company must apply in the prescribed form to the Regional Director for his confirmation.
When a company shifts its registered office from one place to another within the same city, town, or village or shifts it registered office to any city, town, or village in the same State, there is no need for change in Memorandum of Association. But when the registered office is shifted from one state to another, the Memorandum of Association must be altered.
In Metal Box India Ltd, re (2000) 2 Comp LJ 300 (CLB) case, the Court held that a company can shift its registered office from one place to another within the same city, town, or village. But if it is proposed to carry the registered office from one city to another, within a same state, a special resolution to that effect must be passed.
In Orissa Chemicals and Distilleries (P) Ltd, re AIR 1961 Ori 62 case the Court opined that shifting of registered office from one state to another and alteration of objects may affect not only the company’s shareholders but also its creditors, dealers, and employees but held that shifting of registered office cannot be opposed by the state on the ground of loss of revenue to it.
Before confirming the alteration, the sanctioning authority must satisfy itself that sufficient notice has been given to every debenture holder or person or class of persons where interests are likely to be affected.
In Metal Box India Ltd, re (2000) 2 Comp LJ 300 (CLB) case, the Court held that a publication of notice in two newspapers inviting objections from any person whose interest is likely to be affected by the proposed alteration of the Memorandum of Association regarding change of the registered office was held to be a sufficient notice to “every other person or class of persons” within the meaning of the Section.