CS. Mohan Kumar
1. Within how many days/ months a Company shall have a registered office?
2. Why is it mandatory for every Company, whether public or Private to mention the CIN no in its letterhead and other important communications?
3. What is the important change as regards Change of name of any Company in Companies Act 2013?
To know the answers for this question, read on........
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Companies Act 2013 has a separate section (Section 12) relating to Registered office of the Company. By and large, the provision is similar to the earlier Act, however there are few changes.
Let us look at the relevant provisions on Registered office.
Time limit
A company needs to have a Registered office from the fifteenth
day of its incorporation. This office must be the place for receiving all
communications and notices addressed to the Company.
The company shall file the necessary Form with the Registrar
of Companies intimating the address of its registered office within a period of
thirty days from the date of its Incorporation.
Details to be
displayed/ printed
Similar to the earlier Act, Sec. 12 (3) provides that the
name of the Company shall be displayed at the Registered office and in all
other places the business is carried on.
Sec. 12 (3) (c) provides that the name, address of its
registered office and the Corporate Identity Number (CIN) along with telephone
number, fax number, if any, e-mail and website addresses, if any shall be printed in all its business letters, billheads,
letter papers and in all its notices and other official publications.
As regards the website, the words used here are “website, if
any”, which implies that it is not mandatory for every Company to have a
website and if a Company has a website, then it shall be mentioned in all
Communication.
If a company has changed its name during the last two years,
it shall paint the former name during the last two years along with the current
name. Probably the Company needs to have the earlier name along with the words “Previously
known as” within brackets.
Every One Person Company shall mention the word “ One person
Company “ in brackets below the name of such Company wherever its name is
printed, affixed or engraved.
Change of Registered
office
If a Company changes its Registered office outside the local
limits of City or town where the Registered office is situated at the
Commencement of the Act, shareholders approval by way of Special Resolution is
required.
If the Registered office is changed from the jurisdiction of one Registrar to the jurisdiction of another Registrar, apart from passing Special resolution, the same shall be confirmed by the Regional Director of Company Affairs.
Whenever a Company changes its Registered office, necessary intimation shall be given to the Registrar by filing the relevant Form within fifteen days of change of Registered office.
Time limit for Confirmation & Filing
On
receipt of necessary application for Change of Registered office from a
Company, the Regional Director shall communicate his decision within 30 days
from the date of receipt of application. Further, the Company shall file with
the Registrar such approval within a period of 60 days of confirmation.
Conclusive proof
As
per Sec. 12 (7 ), once a certificate as mentioned above is issued by ROC, it is
conclusive proof evidence that all requirements of this Act with respect to
change of registered office have been complied with.
Penal provision
As
per Sec. 12 (8), if a 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.
Conclusion
The
important take away from Section 12 is that every Company shall include the registered
office and the Corporate Identity Number along with telephone number, fax
number, if any, e-mail and website addresses in all the Communications being
sent from the Company.
This is an important change that every Company Secretary
needs to implement it in the Company they work for and as far as practicing
professional are concerned, they need to advise their clients to implement it.
*****Note: This article was published in SIRC - ICSI newsletter in Nov 2013.
It is good that the CA 2013 made it mandatory to add CIN on Letter heads, Invoices, etc. Thanks Sir. One more to do in my list.
ReplyDeleteBut what is the use of including the company's CIN in letter heads?
Deletesome Cos were following this practice as it gives a positive impact in the mind of stakeholder (layman customer) by viewing the Registration details of any Company. It may not have any impact to professionals but it will definitely matter the layman for building trust with any new company.
Delete