The company shall form the day on which it commences business or within 30 days after the date of its incorporation have a registered office to which all communications and notices may be addressed. The memorandum must specify the State in which the registered office of the company is to be situated. Company shall give notice within 30 days to the registrar of the situation of the registered office.
Usually the company while submitting its papers for incorporation also files a notice of registered office of the company with the Registrar of Companies. All documents and notices to be served on the company must be served at its registered office. Where the securities are held in a depository the records of the beneficial ownerships may be served by such depository on the company by means of electronic mode or by delivery of floppies or disks. In one cases it has been held that the situation of the registered office of a company determines its domicile. Once the situation of the registered office of a company depends on the court which will have jurisdiction over it. It is held that when service is to be affected to the proper address of the addressee by registered post and tendered with the postal authority for service then the presumptions of service arises under Sec 27 of the General Clauses act, 1897. The notice addressed to the company and served on the Directors is a good service.
Objects clause: The third and important clause which defines the limits and extent of the activities of the company is its objects clause, the memorandum must state —
1) The main objects of the company to be pursued by the company on its incorporation.
2) The objects incidental or ancillary to the attainment of the main objects and
3) Other objects of the company.
In case of companies (other that trading corporations) with objects not confined to one State the Memorandum shall state the States to whose territories the objects extend.
The doing of any business pertaining to the other objects require compliance of provisions of Sec 149 (2-A) viz, such commencement of business shall be approved by the company by a special resolutions passed in the general meeting and a declaration to the effect is filed with the Registrar.
Objects stated in the main objects are to be pursued by the company immediately after incorporation or within a reasonable time thereafter. Where the main objects of the company have failed to materialize the court may order winding up under just and equitable ground.
The activities which the company proposes to pursue immediately on incorporation are always embodied under the main objects followed by objects incidental or ancillary to the attainment of the main objects. The other objects clauses include other activities which the company may plan to pursue at any later date. The objects should not be illegal and against the provisions of the company Act.
The statement of objects informs the investors of the purpose for which their capital is proposed to be used by the company. It ensures the shareholders that the funds raised for one undertaking are not going to be risked in another. The statement of objects serves the public interest and also prevents concentration of economic power as the corporate are confined within a defined field.
The objects clause enables the subscribers of the shares and creditors of the company.
1) to be fully aware of the objects to which their money can be employed; and
2) To protect the creditors by ensuring that the company’s funds to which they must look for payment are not dissipated in unauthorized activities.
In eastern countries railways Co V Hawk it has been declared that it must be now considered as well as a well settled doctrine that a company incorporated by Act of parliament for a special purpose cannot devote any part of its funds to object unauthorized by the term of its incorporation however desirable such an application may appear to be.
Source: Business Law.