COURTKUTCHEHRY SPECIAL ON MCA COMPANY’s REGISTERED OFFICE RULE
“MCA Cracks Down on Registered Office Defaults: Rules, Penalties, and What Companies Must Do”
“Companies face lakhs in fines for ignoring basic compliance”
“Directors personally liable under Section 12 of Companies Act”
By Our Legal Reporter
New Delhi: January 03, 2026:
The Ministry of Corporate Affairs (MCA) has intensified its compliance drive, penalising companies and their directors for failing to maintain a registered office. Recent cases show penalties ranging from ₹3 lakh to ₹7 lakh, underscoring the seriousness of this requirement.
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The Ministry of Corporate Affairs (MCA) has recently imposed heavy penalties on companies and directors for failing to maintain a registered office as required under Section 12 of the Companies Act, 2013. Every company must have a registered office within 30 days of incorporation, capable of receiving communications, and open during working hours. Non-compliance can attract penalties up to ₹7 lakh for companies and personal fines for directors.
This article explains the rules under the Companies Act, 2013, why registered offices are mandatory, the penalties for default, and what businesses should do to stay compliant.
MCA Rules on Registered Office
Under Section 12 of the Companies Act, 2013, every company must:
- Establish a registered office within 30 days of incorporation.
- Ensure the office can receive and acknowledge communications.
- Display the company’s name and address at all business locations.
- Keep the office open during normal working hours.
Failure to comply attracts penalties:
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- Company penalty: Up to ₹1 lakh, with additional fines for continuing default.
- Director penalty: Personal fines up to ₹25,000 each.
- In recent enforcement actions, MCA has imposed cumulative penalties of ₹3–7 lakh depending on the severity and duration of default.
Why MCA Is Strict on This Rule
- Transparency: The registered office is the legal address for government notices, summons, and communication.
- Accountability: Ensures directors cannot hide behind shell structures.
- Investor protection: Stakeholders must know where to reach the company.
- Ease of regulation: Helps MCA and Registrar of Companies (ROC) monitor compliance.
Recent Cases
- Case 1 (May 2025): MCA imposed a ₹7 lakh penalty on a company and its directors for failing to maintain a registered office since incorporation.
- Case 2 (May 2025): Another private limited company was fined ₹3 lakh for default since 2019.
- These cases highlight that MCA is digitally tracking defaults and issuing penalties even for older violations.
Comparison Table: Penalties for Non-Compliance
|
Rule Violated |
Penalty on Company |
Penalty on Directors |
|
No registered office within 30 days |
₹1 lakh |
₹25,000 each |
|
Office not capable of receiving communications |
₹1 lakh |
₹25,000 each |
|
Continued default |
₹500–₹1,000 per day |
Additional fines |
|
Severe long-term default |
₹3–7 lakh cumulative |
Personal liability |
What Companies Should Do
- Step 1: Verify compliance
Ensure the registered office exists and is functional. - Step 2: Update MCA records
File INC-22 form to notify changes in registered office. - Step 3: Display details
Put up company name and address at the office and all business premises. - Step 4: Keep office open
Maintain working hours for receiving communications. - Step 5: Seek professional help
Company secretaries and chartered accountants can help avoid lapses.
Risks of Non-Compliance
- Financial burden: Penalties can run into lakhs.
- Director liability: Personal fines damage reputation.
- Legal consequences: Persistent default may lead to striking off company name.
- Investor distrust: Non-compliance signals poor governance.
Broader Compliance Context
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- MCA has also tightened rules on annual filings, beneficial ownership disclosure, and auditor rotation.
- The ROC compliance calendar 2025–26 highlights strict deadlines for filings.
- Together, these measures aim to improve corporate governance and transparency.
Conclusion
The MCA’s crackdown on registered office defaults is a reminder that basic compliance cannot be ignored. Companies must treat the registered office as more than a formality—it is the legal backbone of corporate identity.
By maintaining proper records, updating MCA filings, and ensuring accessibility, businesses can avoid heavy penalties and safeguard their reputation.
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