Section 12 of the Companies Act, 2013, lays down the requirement for every company to have a registered office from the time of incorporation. The registered office serves as the official address of the company for communication and correspondence by regulatory authorities, stakeholders, and the general public.
This section ensures transparency, accountability, and legal traceability of companies operating in India.

🔹 Declaration at the Time of Incorporation
1. At the time of registration, the company must declare a registered office.
2. If not declared during incorporation, the company must establish and inform the Registrar (ROC) within 30 days of incorporation.

🔹 Display of Registered Office Details
✔️ The name and address of the registered office must be:
1. Painted or affixed outside the office premises.
2. Printed on letterheads, business letters, invoices, bills, etc.
3. Displayed in legible English and regional language.

🔹 Verification of Registered Office
👉 The company must file Form INC-22 with proof of address (like electricity bill, rent agreement, ownership proof) to verify the registered office.

🔹 Maintaining Records
The company must keep all statutory registers and records at the registered office unless a special resolution is passed to maintain them elsewhere.

📌 Change in Registered Office Address:
🔸 Within the Same City / Town / Village:
🔷 Only a Board Resolution is required.
🔷File Form INC-22 with ROC within 30 days.
🔷No government approval needed.

🔸 From One City to Another (Same State, Same ROC):
🔷Special resolution by shareholders required.
🔷File Form INC-22 with ROC.

🔸 From One State to Another:
🔷Requires approval from Regional Director (RD).
🔷File Form INC-23, INC-28, and then INC-22.

📌 Tip: In all cases, make sure to submit address proof like rent agreement, utility bill, or owner’s NOC.

📌 Penalties for Not Following Rules:
Company and its officers must pay:
👉 ₹1,000 for each day of delay,
👉Maximum penalty of ₹1,00,000.

✅ Quick Summary Table: