Registered office verification: what a new company must file within 30 days
A new company must have a working registered office and verify it with the Registrar within 30 days of incorporation. What to file, what proof to attach, what a late or false address costs.
CA Harun Raaj
makeitlegit.in
You have your certificate of incorporation. The company exists. Now a quiet clock is running, and most founders do not know it started.
The Companies Act gives every new company 30 days to do two things about its address. First, have a real registered office. Second, tell the Registrar, with proof, that the address is real. This article explains both, in plain steps.
Your situation: the certificate is in hand
The registered office is the address the law treats as the company's official postal address. Notices from the Registrar, tax authorities, shareholders and creditors can all be sent there. It is not the same as where you work day to day. A company can run from a co-working desk or a founder's laptop and still have a registered office somewhere else.
The Act says 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" (s.12(1), Companies Act 2013).
Read "capable of receiving and acknowledging" closely. A letter must be able to arrive and someone must be able to accept and answer it. A made-up address, or premises you have no right to use, fails that test.
This is not a one-time check. The office must stay valid for as long as the company exists.
What you must do within 30 days
There are two separate duties, and they run on the same 30-day clock.
- Have a working registered office (s.12(1), Companies Act 2013).
- File verification of that office with the Registrar. The Act says: "The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed" (s.12(2), Companies Act 2013).
The "manner prescribed" is in the rules. The verification is filed in Form INC-22 together with the fee (rule 25(1), Companies (Incorporation) Rules 2014). The form is titled "Notice of situation or change of situation of registered office". It is made under s.12(2) and s.12(4) of the Act and rules 25 and 27 of the Incorporation Rules.
In the form, pick the purpose "Verification of registered office post incorporation of company". The same form is used later when a company changes its office.
The deadline clock
Thirty days from the date of incorporation. The Act counts from "its incorporation", so use the date of incorporation shown on your certificate, not the day you received it or opened a bank account.
Do not leave it to the last day. Keep a margin for portal delays.
The old limit is gone. The Act once said "on and from the fifteenth day of its incorporation"; that was substituted to thirty days with effect from 27 July 2018 (Companies (Amendment) Act, 2018). If an older article, template or advisor tells you 15 days, it is out of date.
Step by step: how to file
Step 1. Fix the address first. Decide which premises will be the registered office. You need the right to use it. That means you own it, you rent it, or the owner or occupant has authorised the company to use it.
Step 2. Collect proof. The rules say "any of the following documents" must be attached to the form (rule 25(2), Companies (Incorporation) Rules 2014). The four items listed are:
- (a) the registered title document of the premises in the name of the company; or
- (b) a notarised copy of the lease or rent agreement in the name of the company, with a copy of the rent receipt not older than one month; or
- (c) an authorisation from the owner or authorised occupant to use the premises as the registered office, with proof of ownership or occupancy authorisation; and
- (d) proof a utility service such as telephone, gas or electricity showing the address of the premises, in the name of the owner (or as the case may be), "not older than two months".
The rule joins items (c) and (d) with "and", so if the premises are not yours, plan on both the authorisation and a recent utility proof. Read rule 25(2) yourself and ask your CA which set suits your premises. The names and the address should match across all papers.
If the owner is a parent or spouse, get the signed authorisation, the ownership paper and a recent utility bill before the 30 days run out.
Step 3. Prepare Form INC-22. On the MCA portal, choose the verification purpose. Enter the CIN, company name, address and company email. The form also asks for the longitude and latitude of the office.
Step 4. Attach the documents and pay the fee. The rules say the form is filed "along with the fee". Check the current INC-22 fee on the MCA portal before you file.
Step 5. Keep the acknowledgement. Save the service request number and the filed form with your company records. Treat it as proof that you filed on time.
Late filing: the cost goes up in steps
If you miss the 30 days, you can still file. But you pay more.
The fee rules add an additional fee as a multiple of the normal fee, based on how late the filing is. For forms other than a few named exceptions, a delay of up to 30 days carries a multiple of 2 times normal fees. A delay of more than 30 days and up to 60 days carries 4 times. More than 60 and up to 90 days carries 6 times. More than 90 and up to 180 days carries 10 times. Beyond 180 days it is 12 times. Where the "higher additional fee" column applies, the multiples for the same slabs are 3, 6, 9, 15 and 18 times, and the higher fee replaces the ordinary additional fee (Companies (Registration Offices and Fees) Rules 2014, as substituted by G.S.R. 12(E), 11 January 2022, from 1 July 2022).
The higher additional fee is payable if INC-22 is filed late on two or more occasions within 365 days of the last belated filing for which an additional fee was paid (Notes 1 and 2 to the same table).
The table gives multiples, not rupee amounts. Look up the normal INC-22 fee on the MCA portal.
The penalty for default
Separately from the late fee, the Act sets a penalty for default under section 12. "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" (s.12(8), Companies Act 2013).
In plain terms: ₹1,000 a day, capped at ₹1 lakh. The company and each officer in default (usually the directors) are exposed. The cap is reached after 100 days of continuing default.
The Registrar may come and look
Section 12(9) is the one founders overlook. It says: "If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII" (s.12(9), Companies Act 2013).
That last part is strike-off: the company's name is removed from the register.
Rule 25B, inserted in August 2022, sets out how the visit works (rule 25B, Companies (Incorporation) Rules 2014, inserted by the Companies (Incorporation) Third Amendment Rules 2022, G.S.R. 643(E)):
- The Registrar, "based upon the information or documents made available on MCA 21", visits the registered office address.
- The visit is made "in presence of two independent witness of the locality", and the Registrar may seek the help of local police if required.
- The Registrar carries the documents you filed on MCA 21 as proof of the address, and checks them against copies collected from the occupant of the property.
- The Registrar takes a photograph of the registered office.
- A report is prepared in a set format. It records the date and time of the visit, the landmark, the person present, that person's relationship with the company, and the documents attached, including the rent agreement or ownership paper, a photograph and an ID card.
If the office is found "not capable of receiving and acknowledging all communications and notices", the Registrar must send a notice to the company and all its directors of the intention to remove the name from the register. It asks for representations "within a period of thirty days from the date of the notice" before further action under section 248 of the Act (rule 25B(5), Companies (Incorporation) Rules 2014).
A visit is not instant strike-off. But you need a real answer, and the best one is a reachable address backed by the documents you filed.
What not to do
- Do not use an address you have no right to use. A friend's office with no signed authorisation, or a virtual address with no actual agreement, will not survive a visit.
- Do not attach old proof. A rent receipt older than one month, or a utility bill older than two months, is outside the rule.
- Do not let the premises go dark. If the landlord changes locks, the lease ends or the owner withdraws permission, the office is no longer valid. You must fix the address and file a change notice.
- Do not forget the signboard. The company must also display its name and registered office address outside every place where it does business, and print them with the CIN on its letters and bills (s.12(3), Companies Act 2013).
- Do not ignore a Registrar's notice. If a notice of intended removal arrives, reply within the 30 days it gives.
If your office changes later
Moving the office is a separate event. Notice of every change of situation, verified in the prescribed manner, must reach the Registrar "within thirty days" of the change (s.12(4), Companies Act 2013), in the same Form INC-22 with similar documents (rule 27, Companies (Incorporation) Rules 2014).
What to do now
- Next step: Confirm the premises and gather the proof documents. File Form INC-22 for verification of the registered office on the MCA portal (s.12(2), Companies Act 2013; rule 25, Companies (Incorporation) Rules 2014).
- Deadline: within 30 days of the date of incorporation on your certificate (s.12(2), Companies Act 2013).
- Consequence of missing it: an additional filing fee that rises with the delay (Companies (Registration Offices and Fees) Rules 2014, as amended by G.S.R. 12(E), 2022); a penalty of ₹1,000 for every day of default, up to ₹1 lakh, on the company and each officer in default (s.12(8), Companies Act 2013); and a risk of strike-off if the Registrar visits and finds the office cannot receive communications (s.12(9), Companies Act 2013; rule 25B, Companies (Incorporation) Rules 2014).
Have a CA review your facts before you act or file.
Frequently asked questions
Can my company's registered office be my home?
The Act does not say the office must be commercial premises. It says it must be "capable of receiving and acknowledging all communications and notices" (s.12(1), Companies Act 2013). A home can qualify if the owner authorises its use and you attach the proof the rules ask for (rule 25(2), Companies (Incorporation) Rules 2014). Check any local rules or lease terms that may restrict business use. Those are outside the Companies Act.
What if we have not started business yet?
The 30-day duty applies from incorporation whether or not you trade. In fact, s.12(9) lets the Registrar visit when there is reason to believe the company "is not carrying on any business or operations". A company with no operations fits the trigger for a visit, so keep the address and the filed proof in order.
I filed late. Is it too late to fix?
No. You can still file Form INC-22. You will pay the additional fee for the delay and you stay exposed to the ₹1,000 a day penalty for the days of default, up to ₹1 lakh (s.12(8), Companies Act 2013). File as soon as you can.
Can the Registrar really strike off a company for a bad address?
Section 12(9) lets the Registrar initiate removal of the name under Chapter XVIII where a visit finds default in having a registered office capable of receiving communications. Before further action, the Registrar sends a notice to the company and its directors and allows 30 days for representations (rule 25B(5), Companies (Incorporation) Rules 2014). The process turns on facts. Take advice early if you get that notice.
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