All you need to know about the Companies(Incorporation) third Amendment Rules, 2022

Introduction

On August 18, 2022, the Ministry of Corporate Affairs (MCA) published the Companies (Incorporation) Third Amendment Rules, 2022, which is an updation in the Companies (Incorporation) Rules, 2014. The MCA has published a new Rule 25B, which pertains to the physical verification of the company’s registered office.

Suggested Read: Companies Incorporation Second Amendments Rules, 2022

New Rule 25B under Section 12 of the Companies Act – Physical Verification of Registered Office of the Company

The Companies (Incorporation) Third Amendment Rules, 2022 were established by the government to ensure a clear procedure for the physical verification of registered addresses.

• The MCA has added a new regulation 25B (Physical verification of the company’s registered office) after rule 25A.
• Under the new guideline, ROC will physically inspect a company’s registered office in the presence of impartial witnesses .
• During the physical verification, the Registrar will also need to take a photo of the registered office of the firm.
• ROC will validate the Office’s existence by comparing it to copies of the supporting documents collected during the physical proof, which have been officially validated from the owner of the building.
• A thorough report with detailed information, such as location details and pictures, will be prepared after completion of the verification.
• If the Registered Office is determined to be incapable of accepting all notices, ROC will notify the Company and all Directors.

What is Physical Verification?

According to the new regulation in Companies Act 2013, the ROC shall perform the physical verification of the Registered office of the company in the presence of two impartial witnesses from the locality where the Registered Office of the company is located. In case of requirement, the  ROC can also ask for the help from the local police.

Registered Office of company – Section 12 of the Companies Act

Every company is required to keep a registered office that can receive and acknowledge all government notices under Section 12 of the Companies Act. A Registrar of Companies (ROC) has the authority to physically inspect a company’s registered office, if they have good reason to suspect the company. The procedure for such physical checks has been put in place under the Companies Act, according to the Companies (Incorporation) Third Amendment Rules, 2022.

Report on Physical verification of Companies Registered Office

The Physical Verification Report of the Company’s Registered Office will be prepared by ROC in the below format.

• The Name and the CIN Number of the Company.
• The current address of the company according to MCA 21 records
• The date when Registrar of Companies issued the authorization letter
• Name of the Registrar of the Company
• Time and Date of Physical verification.
• Details of the Company along with a nearby landmark.
• Details of the people available at the time of Physical Verification.

Attachments to be included with the Report by the ROC:

• A copy of the agreement, ownership document, rental agreement, or no objection certificate (NOC) from the owner/tenant at the Registered Office of the Company.
• A picture of the registered office
• A self-attested ID Card of the individual

A Notice to Company and Directors

For an example – The Registered Office is unable to receive and acknowledge all notices. In that case the ROC will  inform the Company and all the preferred Directors to remove the name of that company from the ROC and will ask them to send their response along with the necessary paperwork.

In order to avoid additional ROC action under Section 248 of the Companies Act, the Director of the company has to provide them their representation along with the required papers within thirty days of the date of the MCA notice.

Source: Companies Incorporation Third Amendments Rules, 2022

Conclusion

The Registrar is required to physically verify the address of Registered Office of the Company using the documents filed under MCA 21 on behalf of that address. To ensure the accuracy of such documents, the Registrar shall compare them to copies of supporting documents that were properly authenticated by the owner of the property where the registered office is located.