One of the key requirements for incorporating a company is to have a registered office as the company’s proof of address. It is common to see a startup having a registered office at the residential premises of the promoter before starting a business on a rented premise. This helps the company to keep the same address even while changing the place of business activity as it depends on the need and the cash outflow. Therefore, the actual location of the business is somewhere different from the registered office address where all the business activities are executed. Similarly, for books of accounts, they are maintained in a different premise than the registered office due to a variety of reasons. This article talks about Form AOC-5 and its relation to books of accounts of a company.
Section 128 of the Companies Act, 2013
Form AOC-5 is to be filed as per Section 128 of the Companies Act, 2013 as a notice of the address at which the books of account of a company are being maintained. The Section talks about the same as given below.
(1) Every company shall prepare and keep at its registered office books of account and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any, and explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting: Provided that all or any of the books of account aforesaid and other relevant papers may be kept at such other place in India as the Board of Directors may decide and where such a decision is taken, the company shall, within seven days thereof, file with the Registrar a notice in writing giving the full address of that other place: Provided further that the company may keep such books of account or other relevant papers in electronic mode in such manner as may be prescribed.
The following is a copy of the Form AOC-5 as published by the Ministry of Corporate Affairs. The form may be filed electronically as well.Form AOC-5
For more information on how to file Form AOC-5, review the file given below.Form AOC-5 Filings Instructions
Maintenance of Records
The primary objective of the Form AOC-5 is to keep an eye on the proper maintenance of the books of account of an entity concerning the following.
- To review all the amount of money that is received and expended by a company and the matter concerning which the receipt and expenditure take place.
- For all the sales and purchase of goods by a company.
- For the assets and liabilities of a company.
- When a company engages in Production, Manufacturing, Processing or Mining activities, the specifics concerning the utilisation of labour, material or any other items as prescribed by the Central Government, under the condition that the Central Government so directs to any such company or class of companies.
If the Board of Directors has decided to keep all or any of the books of account in any other place in India other than the registered office by passing a resolution, then the company is required to file Form AOC-5 within seven days of passing the Resolution of the Board. The complete address of the new place of the books of account must be given in the Form.
Amendment of the Act
Section 128 of the Companies Act, 2013 has been regularly reviewed and has been amended with the Companies (Accounts) Rules of 2014. The following are the amendments that were made over a period of time.
- A company is required to keep all books of accounts, relevant books and papers along with its financial statements at its registered office only.
- The books are to be kept of an accrual basis and in accordance with a double entry system of accounting.
- The books may be maintained in hard copy or an electronic mode.
- The company is required to intimate the name of its service provider, its IP Address and Location, and its Cloud Address to the Registrar of Companies annually at the time of filing of the financial statement in the case where records are maintained in an electronic mode.
- Any or every such accounting records may be kept in any other premises within India as decided by the Board of Directors. However, in such cases, Form AOC-5 is to be filed mandatorily within seven days of passing the Board Resolution, and the complete address of the new place of the books of account must be mentioned.
- In any case that the branch of the company, regardless of being within or outside the country, the books of account may be kept there under the condition that the summarised returns are regularly sent to the registered office.
- Books of accounts along with the vouchers must be kept in order for a minimum of 8 years preceding the relevant year.
Essentials of the Form
The following are the information or documents that Form AOC-5 would require to be filed appropriately.
- Form AOC-5 requires the following specifics:
- Corporate Identification Number (CIN) of the Company.
- The Date of the Board Resolution where the decision concerning the premises at which the books of account are to be maintained was taken.
- The new address at which the books of account are to be maintained.
- Information/ details concerning the police station under which the jurisdiction of the place at which the books of account are to be maintained comes under.
- Form AOC-5 is on the Non-STP Mode, and therefore, it would be approved by the Registrar of Companies.
- Form AOC-5 is required to be signed digitally by the Director/ Manager/ CEO/ CFO/ Company Secretary of the Company.
- Form AOC-5 does not require the certification of any professional.
An individual who is in charge of the Company by the Board, be it the Managing Director, CFO, Whole-Time Director and so on, is vested with the duty of complying with the provisions of this Section. In the case of any contravention, the individual would be liable to the following.
- Punishable for a term that may extend to upto one year; or
- A penalty that would not be less than INR 50,000 but which may extend upto INR 5 Lakhs; or
The applicable fee for the Registrar of Companies for the Form would depend on the Authorised Capital of a particular Company as given below.
|Nominal Share Capital||Applicable Fee|
|Less than INR 1,00,000||INR 200|
|INR 1,00,000 to INR 4,99,999||INR 300|
|INR 5,00,000 to INR 24,99,999||INR 400|
|INR 25,00,000 to INR 99,99,999||INR 500|
|INR 1,00,00,000 and more||INR 600|
Additional Fee or Penalty will be applicable if the Form AOC-5 is filed after seven days of the passing of the Board Resolution. The following is the structure for determining the penalty depending on the delay.
|Period of Delay||Applicable Penalty|
|Up to 30 days||Twice the general fee of the form.|
|More than 30 days and up to 60 days||Four times the general fee of the form.|
|More than 60 days and up to 90 days||Six times the general fee of the form.|
|More than 90 days and up to 180 days||Ten times the general fee of the form.|
|More than 180 days||Twelve times the general fee of the form.|