Physical Verification of Registered Office by RoC | Notification

Notification no. G.S.R. (E), dated 18-08-2022

MCA has notified the Companies (Incorporation) Third Amendment Rules, 2022. A new rule 25B has been inserted prescribing the manner of physical verification of the registered office of the company.

Under this new rule, the physical verification of the Co’s registered office shall be conducted by ROC in the presence of two independent witnesses of the locality where Co.’s registered office is situated. Further, if required, ROC can also seek the assistance of the local Police for such verification.

For the purpose of conducting physical verification of the company’s registered office, the Registrar shall carry the documents as filed on MCA 21 in support of the address of the registered office of the company.

Further, to check the documents’ authenticity, the same should be cross verified with the “copies of supporting documents of such address collected during the said physical verification, duly authenticated from the occupant of the property where the said registered office is situated.

RoC to prepare a report on Physical Verification of the Registered Office of the company

The registrar is required to take a photograph of the company’s registered office during the physical verification. Once the verification is done, a detailed report on the physical verification with various information is also required to be prepared in the following format –

The report on physical verification of the Registered Office of the company contains the information w.r.t the following –

(a) Name and CIN of the company

(b) Latest address of the registered office of the company as per MCA 21 record

(c) Date of authorisation letter issued by the Registrar of Companies

(d) Name of the Registrar of Companies

(e) Date and Time of Visit for physical verification of the registered office

(f) Location details along with the landmark

(g) Details of the person available, if any at the time of the visit such as the name of a person, father’s name, residential address and relationship with the company etc.

(h) Any remarks

(i) List of the documents attached

• • • A copy of the agreement/ownership/rent agreement/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
    • Any other document

RoC shall send notice to directors of his intention to remove Co’s name from the register if he find the registered office not capable of receiving communications

In case, the company’s registered office is found to be not capable of receiving and acknowledging all communications and notices, the registrar of companies (RoC) shall send a notice to the company and all of its directors of his intention to remove the name of the company from the register of companies.

Further, the registrar, before taking any action u/s 248 of the Companies Act, 2013 w.r.t the removal of the name of the company from the register is also required to request the company and its directors to send their representations along with the copies of relevant documents if any within a period of 30 days from the date of the notice.

The amended rules provide for a transparent process for conducting physical verification of the registered address of the company.

Existing norms on verification of Registered office by RoC

Under section 12(9) of the Companies Act, 2013, the Registrar, if has a reasonable cause to believe that the company concerned is not carrying on business in a proper manner, can do a physical verification of a company’s registered office in the manner as may be prescribed.

As per Rule 25 of the Companies (Incorporation) Rules, 2014, the verification of the registered office is required to be filed in Form No.INC.22 along with the fee and supporting documents.

Earlier no manner for conducting physical verification of the company’s registered office was prescribed neither in the section nor in the rules. Now, the manner for conducting such physical verification has been put in place under the said Rules.

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