Format of NOC from the Owner of the Registered Office Address of Company
Overview: NOC stands for No Objection Certificate, a document issued by the owner of premises where a company’s registered office is situated. Whether you are incorporating a new company or shifting your existing registered office to a new location, or for LLP Registration, you are required to obtain documentary authorisation from the property owner under the Companies (Incorporation) Rules, 2014.
Legal Requirement Under Section 12 of the Companies Act 2013
Section 12 of the Companies Act 2013 requires every company registered in India to maintain a registered office address at all times. This provision establishes the legal backbone of corporate identity in India.
Key compliance requirements under Section 12 include:
- A company must establish a registered office within 30 days of incorporation (Section 12(1)) to receive communications. The initial address is submitted with the SPICe+ Form (INC-32). Any subsequent change must be filed with the RoC using Form INC-22 within 30 days of the change.
- Section 12(2) requires verification of the registered office to the Registrar. Section 12(3) mandates that the company’s name and “Registered Office” be displayed legibly at the registered office and at all business places. The registered office must be a physical location capable of receiving notices and allowing inspection of statutory records by authorities and stakeholders.
- Penalty for Non-Compliance: Under Section 12(8), failure to comply with registered office requirements attracts a penalty of ₹1,000 per day for each day the default continues, subject to a maximum of ₹1,00,000 for the company and separately for each officer in default.
What is NOC for a Registered Office?
A No Objection Certificate (NOC) for a registered office is a formal authorisation document issued by the property owner, permitting a company to use their premises as its registered office address. This certificate serves several critical purposes in the company registration process:
Purpose 1 – Proof of Legitimate Occupancy: The NOC validates lawful use of the premises, whether owned or rented, as the registered office as mandated under Section 12 of the Companies Act 2013. It establishes that the company has legal authority to operate from the specified address.
Purpose 2 – RoC Compliance: When the registered office is not owned by the company, an NOC or similar authorisation from the owner is a mandatory attachment to SPICe+ (INC-32) and Form INC-22 filings. Without valid authorisation, the RoC will reject your application, causing delays and additional compliance burden.
Purpose 3 – Protection for Property Owner: The NOC clarifies that while the property is being used for business address purposes, the owner is not ceding any ownership rights. It formalises the arrangement and prevents future disputes between the company and the property owner.
Why is NOC required at the Time of Company Incorporation
- Under Rule 25 of the Companies (Incorporation) Rules, 2014, companies must provide proof of ownership or authorisation for using premises as the registered office. Where the company or its promoters do not own the address, the RoC requires an authorisation or NOC from the property owner.
- The NOC ensures that the property owner has granted the company formal permission to use the property as its registered office. This requirement applies to companies registered under the Companies Act, 2013, including Private Limited Companies, Public Limited Companies, One Person Companies (OPCs), and Section 8 Companies.
- Similar requirements also apply to Limited Liability Partnerships (LLPs) under Section 13 of the LLP Act, 2008 and the LLP Rules, 2009, where proof of registered office, along with an NOC from the owner, is typically required at the time of incorporation or a change of address.
Documents Required Along with NOC
The NOC must be submitted along with supporting documents to establish proof of the registered address. These documents include any one of the following utility bills not older than two months from the date of filing
| No | Document Type | Description |
|---|---|---|
| 1 | Electricity Bill | The latest bill is in the name of the property owner |
| 2 | Gas Connection Bill | The recent gas bill shows the premises address |
| 3 | Telephone Bill | Landline bill with property address |
| 4 | Property Tax Receipt | Latest receipt confirming ownership |
| 5 | Rent Agreement | Notarised copy of the premises if they are rented |
| 6 | Ownership Documents | Sale deed if owned by directors |
Company Registration Cost
- Director DIN
- Company Name Approval
- Filing Incorporation Forms
- Company PAN & TAN
- Digital Signature
- Drafting MoA & AoA
- Certificate of Incorporation
- 100% Online Process
Format of NOC for Registered Office
There is no specific prescribed format under the Companies Act 2013 or the rules made thereunder. However, the following NOC format is widely accepted by the Registrar of Companies across India and can be used for company incorporation or a change of registered office address.
Incorporation at Communication Address
- As per the simplified provisions for company registration through SPICe+ on the MCA V3 portal, a company can initially be set up using a correspondence or communication address. This means promoters can choose not to file the complete registered address details at the time of company incorporation.
- However, a newly registered company must furnish the registered office address, along with the prescribed proof and the NOC from the owner of the premises, within 30 days of incorporation. This is done by filing Form INC-22 with the Registrar of Companies.
- The company must update the Registrar whenever the registered address changes. Rule 27 of the Companies (Incorporation) Rules, 2014 specifies that the notice of change of registered office and the verification thereof shall be filed in Form INC-22 along with the prescribed fee, and shall be accompanied by the documents required for the verification of the registered office at the time of incorporation.
Conclusion
Section 12 of the Companies Act 2013 requires all companies to have a valid registered office for legal correspondence. If the office is not company-owned, a No-Objection Certificate (NOC) or authorisation letter from the owner is essential. This document, detailing the address, owner, and company, grants permission to use the premises and must be filed with the Ministry of Corporate Affairs at the time of incorporation. Though not mandatory, notarization is recommended for better authenticity and acceptance by the Registrar of Companies.
FAQ’s
Note: The “ACTIVE – Non-Compliant” status on the MCA portal is linked explicitly to non-filing of Form INC-22A (ACTIVE), not Form INC-22. These are two separate forms with different compliance requirements.
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