Companies (Incorporation) Third Amendment Rules, 2022

The Ministry of Corporate Affairs (MCA), on 18^th August 2022, notified Companies (Incorporation) Third Amendment Rules, 2022. Vide this amendment, MCA has announced a new Rule 25B, which is “Physical verification of the registered office of the Company”. The Company’s Registered Office is the main Office of the Company to which all communication relating to the Company will be sent by the governmental departments. This amendment has been introduced to ensure a transparent process for the physical verification of Companies’ registered addresses.

Synopsis:

• As per the new rule, ROC will carry out a physical check of a Company’s registered office.
• The physical verification will be done in the presence of two independent witnesses of the location of the Company’s registered Office.
• If required, RoC will also seek assistance from the local police.
• As per the new rule, the Registrar shall carry the documents filed on the MCA 21 portal in support of the address of the Company’s registered office for physical verification.
• To check the authenticity of documents, the same should be cross verified with the copies of supporting documents of such address collected during the physical verification, duly authenticated from the occupant of the property where the Registered Office is situated.
• The Registrar will also have to photograph the Company’s registered office during the physical verification.
• Once the verification is done, a detailed report with various information, including location details and photographs, will be prepared.
• Registered Office, if not found capable of receiving and acknowledging all notices, ROC will issue notice to Company and all Directors.

Report on physical verification of Companies Registered Office:

ROC will prepare the Physical Verification Report of the Registered Office of the Company in the prescribed format.

1. Name and Company Identification Number (CIN) of the Company:
2. Latest Address of the Company as per the MCA 21 records:
3. Date of authorization letter issued by the Registrar of Companies:
4. Name of the Registrar of Companies:
5. Date and time of visit for physical verification:
6. Location details of the Company along with the landmark
7. Details of person available at the time of physical verification:
8. Name:
9. Father’s Name:
10. Residential Address:
11. Relationship with the Company, if applicable.

Along with these details, ROC has to attach the following documents with the report:

1. Copy of agreement/ownership/rent agreement/No objection certificate(NOC) of the registered office of the Company from owner/tenant/lessor
2. Photograph of the Registered Office:
3. Self-attested ID card of the person available:
4. Any other document, if required.

Consequences:

Where the registered office of the Company is found to be not capable of receiving and acknowledging all communication and notices, the Registrar shall send a notice to the Company and all Directors of his intention to remove the Company’s name from the official Register of Companies and request them to send their representation along with the relevant documents within 30 days.