Companies (Incorporation) Third Amendment Rules, 2022

The Ministry of Corporate Affairs (MCA), on 18th August 2022, notified Companies (Incorporation) Third Amendment Rules, 2022, to further amend the Companies (Incorporation) Rules, 2014. Vide this amendment, MCA has announced a new Rule 25B, which is about 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 send by the governmental departments. New Rule will come into effect once notified in the Official Gazette. Know more about Companies (Incorporation) Second Amendment Rules, 2022

Synopsis of Companies (Incorporation) Third Amendment Rules, 2022

The government has introduced Companies (Incorporation) Third Amendment Rules, 2022, to ensure a transparent process for the physical verification of companies' registered addresses.

MCA has inserted new rule 25B (Physical verification of the Registered Office of the company ) after rule 25A.
As per the new rule, ROC will carry out a physical check of a company's registered Office by way of the presence of independent witnesses.
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.

Registered Office of a company

The Registered Office of a company is the main Office to which the governmental departments send all official communications about a Company. The Directors of a company or LLP must declare the company's registered office during company incorporation/LLP incorporation and maintain certain documents at the registered Office.

The state or location where the Registered Office of the Company is situated will determine the Registrar of Company (ROC) to which the applicant must apply for company registration.
Any change of the Company's Address of the Registered Office must notify the Registrar of Company (ROC) within a specified period.

Registered Office of company. - Section 12 of the Companies Act

According to Section 12 of the Companies Act, every company must maintain a registered office capable of receiving and acknowledging all Government notices that may be addressed. According to Section 12 of the Companies Act, a Registrar of Companies (RoC) may physically check a company's registered Office if they have reasonable grounds to believe that the company concerned is not carrying on a business. According to Companies (Incorporation) Third Amendment Rules, 2022, the process for such physical checks has been implemented under the Companies Act.

New Rule 25B - Physical Verification of Registered Office of the Company

As per the Companies (Incorporation) Third Amendment Rules, 2022, the Registrar, based upon the information made available on MCA 21 portal, shall visit the Address of the registered Office of the company and do the physical verification of the registered Office of the company.

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 25B, 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.
RoC will check the authenticity of the Office by cross verification with the copies of supporting documents collected during the physical proof, duly authenticated from the occupant of the property at which 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.

Report on Physical verification of Companies Registered Office

ROC will prepare the Physical Verification Report of the Registered Office of the company in the given format.

Name and Company Identification Number (CIN) of the company
Latest Address of the company as per the MCA 21 records
Date of authorization letter issued by the Registrar of Companies
Name of Registrar of Companies
Date and Time of Physical verification
Location Details of Company along with the landmark
Details of person available at the time of Physical verification

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

Copy of agreement/ownership /rent agreement/No objection certificate(NOC) of the registered Office of the company from owner/tenant/lessor
Photograph of the Registered Office
Self Attested ID card of the person available

Notice to Company and Directors

Suppose the Registered Office is unable to receive and acknowledge all notices. In that case, the ROC will notify the Company and all Directors of his intention to remove the company's name from the official Register of Companies (ROC) and request them to send their representation along with the relevant documents. The Director of the company need to send them their representation along with the necessary documents within thirty days from the date of the MCA notice; otherwise, ROC will take further action under section 248 of the Companies Act. The official notification of MCA about the Companies (Incorporation) Third Amendment Rules, 2022 is attached here for reference:

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Frequently Asked Questions

Common questions about Companies (Incorporation) Third Amendment Rules 2022.

The purpose of the Companies (Incorporation) Third Amendment Rules, 2022 is to introduce a new rule (Rule 25B) for the physical verification of a company's registered office address. This amendment aims to ensure a transparent process and confirm the authenticity of the registered office address provided by companies.

As per the new Rule 25B, the Registrar of Companies (RoC) will visit the registered office address of the company and carry out a physical verification in the presence of two independent witnesses. The RoC will cross-verify the supporting documents related to the address with the occupant of the property and take photographs of the registered office during the verification.

If the registered office is found incapable of receiving and acknowledging official notices, the RoC will issue a notice to the company and all its directors, informing them of the intention to remove the company's name from the Register of Companies. The directors will have 30 days to respond with relevant documents and representations.

The physical verification report prepared by the RoC will include details such as the company's name, CIN, registered office address, date and time of verification, location details, person available during verification, copy of agreement/ownership documents, and photographs of the registered office.

The physical verification of a company's registered office is crucial to ensure that the address provided is genuine and capable of receiving official communications from government departments. It helps maintain transparency and accountability in the company incorporation process and prevents the use of fictitious or non-existent addresses.

The presence of two independent witnesses during the physical verification process is mandated by the new Rule 25B. These witnesses serve as impartial observers to validate the authenticity of the registered office address and the verification process conducted by the RoC.

If the company and its directors fail to respond to the RoC's notice with relevant documents and representations within 30 days, the RoC can proceed with further action under Section 248 of the Companies Act, which may include striking off the company's name from the Register of Companies.

The physical verification of the registered office is an essential step in the company incorporation process. It ensures that the registered office address provided during incorporation is genuine and capable of receiving official communications, thereby maintaining transparency and compliance with the Companies Act.

Yes, as per the Companies (Incorporation) Third Amendment Rules, 2022, the RoC can seek assistance from the local police if required during the physical verification of a company's registered office address.

The registered office address is a crucial aspect for a company as it serves as the main office to which all official communications and notices from government departments are sent. It also determines the jurisdiction of the Registrar of Companies (RoC) for the company's registration and compliance purposes.