Registered Office Compliance Decoded

Rohit Kudtarkar and Xerxes Antia 

Introduction

The registered office of a company is the principal place of business and the official address recognized under law. It is the place where all statutory communications, notices, and correspondence are sent and where statutory records are maintained. Section 12 of the Companies Act, 2013 (the “Act”) mandates that every company must have a registered office at all times during its existence and prescribes the rules relating to its establishment, verification, and maintenance. 

With increasing regulatory scrutiny, especially to curb shell companies and benami structures (which seek to obscure the real owners of an asset through a person lending its name), the Ministry of Corporate Affairs (“MCA”) has strengthened this provision through geo-tagging, physical verification, and enhanced inspection powers of the Registrars of Companies (“ROC”) around India. Over recent years, the MCA and the ROC have intensified enforcement through physical inspections, adjudication of penalties, and statutory orders highlighting non-compliance risks.  

This article seeks to analyse key statutory requirements, evolving regulatory expectations and judicial precedents as well as provide some best practices that could be followed for this essential compliance obligation. 

Statutory Framework and Compliance Mandate

Section 12(1) of the Act mandates that every company incorporated under the Act must have a registered office within 30 days of its incorporation and is to thereafter maintain its registered office at all times as the principal address for receiving statutory communication and notices. A registered office must be a physical location capable of receiving documents and notices, not merely a postal address.  

Section 12(2) of the Act requires a company to verify its registered office address with the ROC through the filing of a prescribed form (Form INC-22) within prescribed timelines, as part of this form it is necessary to attach proof of address, ownership/lease arrangements, and, if applicable, no-objection certificates for use of the premises as mandatory attachments to this form.  

Finally Section 12(3) of the Act places an obligation on a company to display the its full corporate name, registered office address, CIN, contact details and statutory information on letterheads, official documents as well as at each of the Company’s office premises itself. 

An ROC has been granted statutory authority under Section 12(9) of the Act to inspect a company’s registered office if the ROC has reason to believe the company in question is not operational or functional. This provision has been actively leveraged by the ROCs to determine whether companies maintain their registered offices in a manner that ensures accessibility to stakeholders and regulators. 

It is important to understand that non-compliance of the provisions of Section 12 of the Act may trigger strike-off actions under Section 248 of the Act and/or the imposition of the monetary penalties detailed under Section 12(8) of the Act, reflecting the seriousness with maintenance of registered office requirements is treated by statute and the regulator. 

Geo-Tagging and Photographic Proof of the Registered Office

In a significant move to enhance corporate transparency and validate the physical existence of registered entities, the MCA which had earlier mandated geo-tagging (with the latitude and longitude of each office needing to be provided), has now introduced mandatory photographic evidence requirements for annual return filings. With effect from July 14, 2025, the MCA officially substituted the existing prescribed annual return form with a new version that now mandates the attachment of a photograph of the registered office exterior showing the name of the applicable company. The official requirement under the e-form is a “Photograph of the registered office of the company showing external building and name prominently visible” and the official MCA notification and the new form layout do not mandate an photograph of the interiors of the office premises, nor do they require a director to be present in the picture as required in earlier Form for geo-tagging. However, it is recommended that these photos of the office interiors with a director being visible in such photos are taken and retained by each company with the photos being time stamped. It is important to note that this recommendation is not required under the notification or the e-Form but has been suggested given the line of questioning taken by the ROC in recent cases.  

Regulatory Crackdowns

The offices of the ROC around India have begun cracking down on companies breaching their obligations under Section 12 of the Act in maintaining a registered office in the prescribed manner. The adjudication orders¹ passed recently by different offices of the ROC increasingly emphasize that an address where communications are consistently returned undelivered or where a registered office is not being maintained as per the requirements of Section 12 of the Act, constitutes non-maintenance of a registered office and triggers penalties. In various orders issued recently by different ROCs, it has been observed that: 

1. correspondence including complaint letters or official notices was being returned undelivered which demonstrate the absence of a functional office; 

2. companies failed to either affix or maintain the applicable notice board and other details as per prescribed formats demonstrating a failure to comply with prescribed norms; 

3. companies using Post box number as the registered office address; 

4. companies fail to provide the requested contact information. 

The common thread through the various orders is the seriousness at which the breaches are being evaluated and adjudicated by the ROCs. 

Common Lapses

Dummy or inaccessible registered office 

One of the more common lapses is maintaining a registered office that is either non-functional, inaccessible, or merely a ’dummy’ address. In many cases, the premises may be locked, vacant, or occupied by unrelated entities, or the occupants may even deny knowledge of the company in question. Such circumstances raise a presumption of non-compliance of its obligations under Section 12 of the Act by the company in question and could result in the ROC initiating action for removal of the company’s name from the register and/or issuing show cause notices to directors. This risk is particularly high where companies use co-working spaces, virtual offices, or shared facilities without ensuring continued access and visibility. 

Non-display of company name and statutory details 

A common lapse which is frequently observed during ROC inspections and physical verifications is a failure to display the company’s full corporate name and statutory particulars at the registered office is address. This non-compliance often leads to the conclusion that the company in question is not genuinely operating from the stated address exposing the company and directors to penalties. 

Delay in filing the prescribed form (Form INC-22) 

Delays in filing INC-22 are a common compliance lapse, especially where companies shift premises informally and continue operations without completing statutory filings. A delayed or incorrect filing may lead to additional fees, penalties, and complications during subsequent compliance filings.  

Non-compliance with prescribed filing [ACTIVE (INC-22A)] requirements 

The non-filing or incorrect filing of INC-22A by a company results in such company being marked as “ACTIVE non-compliant,” leading to restrictions on filing certain statutory forms. 

Best Practices in relation to Registered Office Obligations

There are some best practices that a company can consider:  

1. periodically verify that its registered office address is operational, accessible, and meets statutory requirements as well as ensure that company representatives or authorized persons are available at the address when required;  

2. display proper signage displaying the company’s name, CIN, and registered office address prominently at the outside of each office address. This should be regularly reviewed for accuracy and visibility with any change in name, address, or statutory particulars being promptly reflected in physical signage. Additionally, companies should maintain updated records such as lease deeds, utility bills, and no-objection certificates, as these documents are commonly requested during inspections and compliance filings. 

3. ensure accessibility to the office address during normal business hours, with adequate arrangements to receive communications, notices, and inspections. Where the registered office is located in a shared or co-working space, companies should ensure that arrangements allow regulatory authorities to verify the office without obstruction. Designating a responsible person to oversee registered office operations can significantly reduce compliance risk. 

4. make timely and accurate responses to notices issued by the ROC, including those relating to physical verification or clarification of registered office details, are critical. Delayed or inadequate responses often escalate regulatory action and may result in adverse orders. 

Conclusion

Section 12 of the Act establishes the registered office of a company as the backbone of corporate compliance and transparency. The introduction of geo-tagging, physical inspections, and stricter penalties reflects the regulator’s intent to eliminate non-genuine entities and ensure accountability. Companies must ensure that their registered office addresses are not merely a statutory formality but a functional, accessible, and compliant establishment at all times. As such, companies must adopt a proactive compliance approach that ensures continuous physical existence of the registered office, proper display of statutory details, and timely filings with the ROC.