Every company registered under the Companies Act, 2013 must maintain proper books of account. By default, these books are kept at the registered office. However, modern businesses often operate from multiple premises, shared service centers, or centralized finance offices. To facilitate this, the law permits companies to maintain their books at an alternative location—but only after notifying the Registrar of Companies (ROC) through Form AOC-5.
This guide provides a 360° professional perspective—covering the legal framework, procedural steps, documentation, filing process, caution points, and compliance safeguards relating to Form AOC-5.
Legal Framework
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Section 128(1), Companies Act, 2013: Mandates every company to maintain books of account at its registered office.
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Proviso to Section 128(1): Permits books to be kept at another place in India if the Board of Directors approves and notice is filed with ROC.
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Rule 2A of the Companies (Accounts) Rules, 2014: Prescribes filing of Form AOC-5 for giving such notice.
When Form AOC-5 is Required
Form AOC-5 must be filed when the Board decides to maintain books at a place other than the registered office. Common scenarios include:
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Registered office is a residential address or consultant’s office, while books are kept at the operational site.
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Branches, plants, or factories requiring centralised accounting at head office.
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Shared service centers handling finance for multiple group entities.
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Administrative convenience where the finance team sits in a different city.
Caution: Books must always remain within India. Maintaining them abroad is a direct violation of Section 128.
Timeline for Filing
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7 days from the date of the board resolution approving the alternate location.
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Delay attracts additional fees and can lead to prosecution/penalties.
Step-by-Step Filing Procedure
Step 1: Board Approval
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Hold a board meeting in compliance with Secretarial Standard-1 (SS-1).
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Approve the specific alternative address (with PIN code, police station details, effective date).
Step 2: Collect Required Information
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Corporate Identification Number (CIN)
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Registered office details
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Date of board resolution
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Exact address of new location with latitude & longitude (GPS mandatory)
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Police station jurisdiction details
Step 3: Prepare Attachments
Mandatory (post-2023 amendments):
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Board Resolution – certified copy.
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Proof of Address – conveyance deed/lease/rent agreement.
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Utility Bill – electricity/water/telephone (not older than 2 months).
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No-Objection Certificate (NOC) – from landlord (if rented).
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Photographs –
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External view of building
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Internal office view with at least one Director/KMP visible
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Optional: Any supporting documents deemed necessary.
Step 4: Filing Form AOC-5 on MCA V3
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Login to MCA V3 portal → Select Form AOC-5.
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Fill company and address details accurately.
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Upload mandatory attachments.
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Pay government fees as per authorized capital slab.
Step 5: Authentication and Submission
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Digital signature required by Director/CEO/CFO/Manager/Company Secretary.
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Form is processed in Non-STP mode (manual scrutiny by ROC).
Filing Fees
| Authorized Share Capital | Filing Fee (₹) |
|---|---|
| Less than 1,00,000 | 200 |
| 1,00,000 – 4,99,999 | 300 |
| 5,00,000 – 24,99,999 | 400 |
| 25,00,000 – 99,99,999 | 500 |
| 1 crore & above | 600 |
Additional fees apply for late filing beyond 7 days.
Post-Filing Compliance
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Books must be maintained at the declared address and accessible during business hours.
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Preserve records for minimum 8 financial years (Sec 128(5)).
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Any change requires fresh Form AOC-5 filing.
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Shifting back to registered office also requires a fresh filing reflecting registered office as alternate address.
Penalties for Non-Compliance
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Company: Fine of ₹50,000 – ₹5,00,000.
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Officers in default (Director/CEO/CFO/CS/Manager):
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Imprisonment up to 1 year, OR
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Fine of ₹50,000 – ₹5,00,000, OR both.
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Even technical errors (wrong GPS, mismatch in police station details, unclear photographs) can cause rejection or invite scrutiny.
Key Caution Points
✔ File within 7 days of board resolution.
✔ Ensure GPS coordinates are accurate.
✔ Photographs must clearly show premises + Director/KMP.
✔ Use latest utility bills (not older than 2 months).
✔ NOC must be properly signed with ID proof (if rented).
✔ Books must remain physically available for inspection.
✔ Keep backup copies of filed form & attachments.
Form AOC-5 ensures operational flexibility with legal compliance.
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Post-2023, scrutiny has become stringent—especially regarding photographs and police jurisdiction details.
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Since no professional certification is required, the onus lies on the company and directors to ensure accuracy.
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Maintaining an internal checklist before filing prevents rejection and penalties.
