The Registered Office and Service of Documents

What must be displayed: section 12(3)

Every company shall:

• (a) paint or affix its name, and the address of its registered office, and keep them 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 those characters are not those of the language, or one of the languages, in general use in that locality, also in the characters of that language;
• (b) have its name engraved in legible characters on its seal, if any;
• (c) get its name, the 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; and
• (d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed.

Clause (b) is another casualty of 2015. It reads "on its seal, if any", because the common seal ceased to be compulsory when the words "and a common seal" were omitted from section 9 by the Companies (Amendment) Act 2015 with effect from 29 May 2015. See [The Characteristics of a Company].

Two provisos, both examinable.

The first proviso: former names. Where a company has changed its name or names during the last two years, it shall paint, affix or print, along with its name, the former name or names so changed during the last two years, as required by clauses (a) and (c).

The second proviso: One Person Company. The words "One Person Company" shall be mentioned in brackets below the name of such a company, wherever its name is printed, affixed or engraved.

Changing the office: section 12(4) to (7)

This is the part with four levels, and the level depends on how far the office moves.

Level one: anywhere, notice is required. Section 12(4). Notice of every change of the situation of the registered office after incorporation, verified in the prescribed manner, shall be given to the Registrar within thirty days of the change, and he shall record it.

Level two: outside the local limits, special resolution. Section 12(5). Except on the authority of a special resolution, the registered office shall not be changed:

• (a) in the case of an existing company, outside the local limits of any city, town or village where it is situated at the commencement of this Act, or where it may later be situated by virtue of a special resolution; and
• (b) in the case of any other company, outside the local limits of any city, town or village where it is first situated, or where it may later be situated by virtue of a special resolution.

So a move within the same city needs only the section 12(4) notice. A move to a different city needs a special resolution.

Level three: to another Registrar within the same State, Regional Director. The proviso to section 12(5). No company shall change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless such change is confirmed by the Regional Director on an application in the prescribed manner.

Section 12(6) puts a timetable on that confirmation. The Regional Director shall communicate it within thirty days from the date of receipt of the application; the company shall file the confirmation with the Registrar within sixty days of the date of confirmation; and the Registrar shall register it and certify the registration within thirty days of the filing.

Section 12(7). That certificate shall be conclusive evidence that all the requirements of this Act with respect to change of registered office under sub-section (5) have been complied with, and the change shall take effect from the date of the certificate.

Level four: to another State, Central Government. This is not in section 12 at all. It is an alteration of the memorandum's registered office clause under section 4(1)(b), so it goes through section 13(4) to (7), needs Central Government approval decided within sixty days with creditor protection, and ends in a fresh certificate of incorporation from the new State's Registrar. See [Alteration of the Memorandum and the Articles].

Service of documents: section 20

Section 20(1): serving the company or its officer. A document may be served by sending it to the company or the officer at the registered office by registered post, speed post, courier service, by leaving it at the registered office, or by such electronic or other mode as may be prescribed.

The proviso allows a depository, where securities are held with it, to serve the records of beneficial ownership on the company by electronic or other mode.

Section 20(2): serving the Registrar or a member. Save as provided in the Act or the rules for filing documents with the Registrar in electronic mode, a document may be served on the Registrar or any member by post, registered post, speed post, courier, delivery at his office or address, or such electronic or other mode as may be prescribed.

The proviso is the members' option. A member may request delivery of any document through a particular mode, for which he shall pay such fees as may be determined by the company in its annual general meeting. So a member who insists on a paper copy by courier can have it, and pays for it.

The Explanation defines "courier" as a person or agency which delivers the document and provides proof of its delivery. Proof of delivery is the defining feature, which is why an ordinary messenger will not do.

A worked example

Nashik Vintners Private Limited is incorporated on 5 May 2026 with its memorandum stating Maharashtra as the State.

By 4 June 2026 it must have a registered office capable of receiving and acknowledging communications, section 12(1), and must furnish verification of it to the Registrar, section 12(2). Until then the address for correspondence filed under section 7(1)(d) does the work. And until the verification is filed the company may not commence business, because of section 10A(1)(b).

Display. Its name and the registered office address are painted outside the winery and outside its Pune sales office, in a conspicuous position and in legible letters. Because Marathi is in general use in the locality, the name also appears in Marathi characters, as clause (a) requires. Its letterhead carries the name, the registered office address, the Corporate Identity Number, telephone, e-mail and website, under clause (c).

Moving, four ways.

1. Across Nashik city. Notice to the Registrar within thirty days, section 12(4). Nothing more.
2. From Nashik to Dhule, both within the same Registrar's jurisdiction. It is outside the local limits of the city where the office was first situated, so a special resolution is needed under section 12(5)(b), plus the section 12(4) notice.
3. From Nashik to a place under a different Registrar in Maharashtra. Special resolution, plus confirmation by the Regional Director under the proviso to section 12(5). He communicates within thirty days; the company files within sixty days of the confirmation; the Registrar certifies within thirty days of filing; and the change takes effect from the date of that certificate, which is conclusive evidence of compliance, section 12(6) and (7).
4. From Maharashtra to Goa. Not section 12 at all. Alteration of the memorandum under section 13(4), Central Government approval within sixty days with creditors considered under section 13(5), certified copy filed with the Registrar of both States, and a fresh certificate of incorporation from the Goa Registrar under section 13(7).

Two years later the company changes its name to Godavari Vintners Private Limited. For the next two years, wherever its name is painted or printed under clauses (a) and (c), the former name must appear alongside it, by the first proviso to section 12(3).

Distinctions that carry marks

What this does NOT mean

It does not mean the memorandum contains the address. Section 4(1)(b) requires only the State. That is why moving within a State never touches the memorandum and moving between States always does.

It does not mean a company must have its office from day one. Section 12(1) gives thirty days from incorporation.

It does not mean any address will do. It must be capable of receiving and acknowledging communications, and the verification must be furnished to the Registrar.

It does not mean a company may quietly drop its old name. For two years the former name travels with the new one under the first proviso to section 12(3).

Quick revision

• 12(1): registered office within thirty days of incorporation and at all times thereafter, capable of receiving and acknowledging communications.
• 12(2): verification to the Registrar within thirty days. Feeds section 10A(1)(b).
• 12(3): (a) paint or affix name and address outside every place of business, conspicuous, legible, and in the local language characters where needed; (b) name engraved on the seal, if any; (c) name, address, CIN, telephone, fax, e-mail, website on letters, billheads, letter papers, notices and official publications; (d) name on hundies, promissory notes and bills of exchange. Former name for two years. "One Person Company" in brackets below the name.
• 12(4): notice of every change within thirty days.
• 12(5): special resolution to move outside the local limits; Regional Director confirmation to move to another Registrar in the same State.
• 12(6): thirty days to confirm, sixty days to file, thirty days to certify. 12(7): the certificate is conclusive evidence and the change takes effect from its date.
• Another State: sections 13(4) to (7), Central Government.
• Section 20: service on the company at the registered office by registered post, speed post, courier, leaving it there, or prescribed electronic mode; on the Registrar or a member by those routes; a member may demand a particular mode and pay the fee fixed in the annual general meeting; "courier" means one who provides proof of delivery.

Test yourself

1. Within what time must a company have a registered office, and what must it be capable of? Within thirty days of incorporation and at all times thereafter, and it must be capable of receiving and acknowledging all communications and notices addressed to it: section 12(1).

2. What must a company print on its business letters? Its name, the 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: section 12(3)(c).

3. A company moves its office from one Registrar's jurisdiction to another within the same State. What is required, and when does it take effect? A special resolution under section 12(5) and confirmation by the Regional Director under the proviso. The confirmation is communicated within thirty days, filed with the Registrar within sixty days, and the Registrar certifies within thirty days of filing. The change takes effect from the date of that certificate, which is conclusive evidence of compliance: section 12(6) and (7).

4. A company changed its name eighteen months ago. What must appear outside its factory? Its present name and the address of its registered office under section 12(3)(a), and alongside them the former name, because the change was within the last two years: first proviso to section 12(3).

5. How may a document be served on a company? By sending it to the company or the officer at the registered office by registered post, speed post or courier service, by leaving it at the registered office, or by such electronic or other mode as may be prescribed: section 20(1).

6. Can a member insist on receiving documents by a particular mode? Yes. Under the proviso to section 20(2) a member may request delivery of any document through a particular mode, on paying such fees as may be determined by the company in its annual general meeting.