Importance Of Section 12 Of The Companies Act, 2013

Importance Of Section 12 Of The Companies Act, 2013

Quick facts

  • Section 12(1): Registered office within 30 days of incorporation.
  • Section 12(3)(a): Company Name and registered office address outside every office, in legible letters, and in the local language where its script differs.
  • Section 12(3)(c): Name, registered office address, CIN, phone, email and website on letterheads, bills and notices.
  • Section 12(8): Rs.1,000 per day while the default continues, up to Rs.1 lakh, for the Company and every officer in default.

Every Company registered in India, whether PVT. LTD., OPC, Public, Section 8 or Producer Company, must comply with Section 12 of the Companies Act, 2013.

What Section 12 requires

  • A registered office within 30 days of incorporation (Section 12(1)).
  • A signboard outside every office or place of business showing the Company Name and registered office address, in legible letters, and also in the local language where its script differs (Section 12(3)(a)).
  • Name, registered office address, CIN, phone number, email and website on all business letters, bills, letter papers, notices and official publications (Section 12(3)(c)).

The CIN, phone number and email are therefore needed on your letterhead, not legally on the board. Most Companies still add the CIN to the board as good practice, and our 3-In-1 Compliance Signboard includes it.

Penalty

Under Section 12(8), the Company and every officer in default can be penalised Rs.1,000 for each day the default continues, up to Rs.1 lakh. Registrars of Companies (ROCs) have issued adjudication orders against Companies for violating Section 12:

Date ROC Name of Company Total penalty Order
02/12/2024 Chennai SUCHINDRUM KALI NIDHI LIMITED Rs.3,00,000/- View order
02/12/2024 Chennai APSAL CHITS PRIVATE LIMITED Rs.3,00,000/- View order
02/12/2024 Bengaluru Ultraviolette Automative Private Limited Rs.4,500/- View order
05/12/2024 Ernakulam KATTALANS SOFTWARE DEVELOPMENT PRIVATE LIMITED Rs.3,00,000/- View order
29/11/2024 Ernakulam Lakshyam Nidhi Limited Rs.2,00,000/- View order
06/12/2024 Kanpur CRRC India Private Limited Rs.11,00,000/- View order
06/12/2024 Kanpur AKHANI TECHNOLOGY PRIVATE LIMITED Rs.1,50,000/- View order
06/12/2024 Kanpur Bestly Precision Technology Private Limited Rs.4,00,000/- View order
06/12/2024 Kanpur Gold Million Consulting Limited Rs.1,50,000/- View order
10/12/2024 Chhattisgarh Kelhri Farmer Producer Company Limited Rs.3,00,000/- View order
19/12/2024 Puducherry Mahe Royal Travancore Nidhi Limited Rs.2,00,000/- View order
19/12/2024 Ernakulam ERAM SCIENTIFIC SOLUTIONS PRIVATE LIMITED Rs.3,00,000/- View order

Total penalties are higher than Rs.1 lakh where both the Company and several officers in default were penalised.

Why it matters for MGT-7

The annual return (MGT-7 / MGT-7A) asks for a photograph of the registered office with the name board visible, so a missing or wrong board is easy to spot.

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Frequently asked questions

What does Section 12 of the Companies Act, 2013 require?
A registered office within 30 days of incorporation, the Company Name and registered office address painted or affixed outside every office or place of business (in the local language too where its script differs), and the name, address, CIN, phone, email and website on letterheads, bills and notices.

Is the CIN required on the signboard?
No. Section 12(3)(c) requires the CIN on letterheads, bills and notices. Most Companies still add it to the board as good practice.

What happens if a Company doesn't comply with Section 12?
Under Section 12(8), the Company and every officer in default can be fined Rs.1,000 per day while the default continues, up to Rs.1,00,000.

Related reading

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