Non-Maintenance of Registered Office: MCA imposes Rs.7 lakh Penalty on the Company and Its Directors  

The Ministry of Corporate Affairs (MCA), through the Registrar of Companies (RoC) in Kanpur, has recently imposed a penalty of Rs.7 lakh on a private limited company and its directors for not maintaining a proper registered office as per the Companies Act, 2013. In this article, we’ll break down what happened, why a registered office is so important under the Companies Act, and guide you through the steps your company should take to stay compliant and avoid costly penalties.

What Happened?

The company was registered on 14th September 2017 with an authorised capital of ₹5 lakh. It came under scrutiny after its e-form NDH-4 was rejected by the MCA. Following this, a letter was sent by the RoC to the company’s registered office, asking for more information.

However, the letter was returned undelivered, with postal remarks stating that the recipient was not found. This indicated that no one was present at the registered address, violating the requirements under the Companies Act.

Final Order and Legal Grounds

Since no reply was given by the company or its directors to the MCA’s show cause notice, the Adjudicating Officer concluded that the company:

• Was either not maintaining its registered office, OR
• Had changed the address without informing the RoC.

As a result, a penalty of Rs. 4 lakh was imposed on the company and an additional Rs.3 lakh on the directors, totalling Rs.7 lakh. The company and its directors were instructed to make the e-payment within 90 days of receiving the order.

Registered Office Compliance Under the Companies Act, 2013

Under Section 12 of the Companies Act, 2013, every company must:

• Have a registered office within 30 days of incorporation.
• Ensure the office is always capable of receiving official communication and notices.
• Inform the RoC within 30 days if there is any change in the office address.

Failure to comply with these requirements can lead to serious consequences. Specifically, under Section 12(8) of the Companies Act, if a company fails to maintain a registered office or does not notify the Registrar of a change in address, the company and every officer in default are liable to a penalty of ₹1,000 for each day the default continues, subject to a maximum of ₹1 lakh per person.  

In this case, both the company and its directors failed to respond to official notices and continued to remain non-compliant. As a result, the adjudicating officer levied a total penalty of Rs.7 lakh - Rs. 4 lakh on the company and Rs. 3 lakh collectively on the directors.

Also read:  MCA Imposes ₹3.50 Lakh Penalty for AOC-4 Non-Compliance

Key Takeaways for Businesses

This case is a wake-up call for all businesses to ensure their registered office is active, updated, and in compliance with MCA rules.

• Always maintain an active and accessible registered office – It must be capable of receiving official notices and communications.
• Update the Registrar of Companies (RoC) within 30 days of any change in the registered office address.
• Non-compliance can be costly – Penalties can go up to ₹1 lakh for the company and each responsible officer.
• Failure to respond to MCA notices may worsen the consequences and lead to higher penalties.
• Regularly check and update your MCA records to avoid surprises during inspections or form rejections.

Stay Compliant with MCA – Let IndiaFilings Help You!

Don’t risk heavy penalties for something as basic—but—essential—as maintaining your company’s registered office. Whether you need to declare your registered office for the first time or update your existing address with the MCA, IndiaFilings is here to make it easy.

• Expert Handling of ROC Filings – Form INC-22, MGT-14, INC-23, INC-28 & more
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• Accurate Documentation and timely updates to your statutory records
• Dedicated Compliance Specialists for smooth, reliable execution

Talk to our experts today for a seamless, legally compliant transition of your registered office.

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Frequently Asked Questions (FAQs)

1. What is the registered office of a company?

It is the official address of a company where all legal documents, communications, and notices are sent. It must be capable of receiving correspondence at all times.

2. When must a company have its registered office set up?

As per Section 12 of the Companies Act, 2013, every company must establish its registered office within 30 days of incorporation.

3. Which form is required to change the registered office address?

The required forms vary depending on the type of move:

• INC-22: Required for all types of changes
• MGT-14: Needed when a special resolution is passed
• INC-23: For changes between ROC jurisdictions or states (application to Regional Director)
• INC-28: To file the Regional Director’s approval
• GNL-1: For submission of form INC-23 (in interstate cases)

4. Do I need to pass a resolution for every address change?

Yes.

• For changes within the same city, a Board Resolution is enough.
• For changes outside the city (but within the same RoC), you need both a Board Resolution and a Special Resolution passed at an EGM.

5. Is there a penalty for not updating the registered office with the MCA?

Yes. Under Section 12(8) of the Companies Act, failure to maintain or update the registered office can result in penalties of ₹1,000 per day, up to ₹1 lakh for both the company and each officer in default.

6. Can IndiaFilings help with my registered office change?

Absolutely! We assist with preparing resolutions, collecting documents, and filing INC-22 and MGT-14, ensuring 100% MCA compliance without the hassle.

7. What is e-Form NDH-4?

e-Form NDH-4 is filed by companies seeking to be recognised as Nidhi Companies under the Companies Act, 2013. It is used to apply for:

• Declaration as a Nidhi Company, and
• Notification of compliance with Nidhi rules.

Filing NDH-4 is mandatory within 60 days from the expiry of one year of incorporation or the period extended by the MCA. Rejection of this form by the MCA may lead to further scrutiny of the company’s compliance status, including registered office requirements.

8. Is shareholder approval needed to change the registered office?

Yes, except for changes within the same local limits. For moves outside the city or across states or jurisdictions, a special resolution must be passed in a General Meeting and filed with the ROC.

9. Do I need to notify anyone else besides the ROC?

Yes. In case of interstate company office address change or jurisdictional shifts, the company may need to:

• Notify creditors and debenture holders
• Advertise in newspapers (for state changes)
• Inform the Chief Secretary of the state
• Update other authorities such as banks, tax departments, and utility providers

Still confused about registered office compliance? Don’t worry — our experts are here to help! Talk to us today and ensure your company stays 100% compliant with all MCA requirements.  

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