Physical verification of the Registered Office of the company
MCA vide notification dated 18th August 2022 amended Companies (Incorporation) Rules, 2014 and issued “the Companies (Incorporation) Third Amendment Rules, 2022”. Vide this Rule 25B inserted to prescribe physical verification of registered office of the company.
As per the rule, the Registrar, based upon the information or documents made available on MCA 21, shall visit at the address of the registered office of the company and may cause the physical verification of the said registered office for the purposes of sub-section (9) of section 12*, in presence of two independent witness of the locality in which the said registered office is situated and may also seek assistance of the local Police for such verification, if required.
The Registrar shall carry the documents as filed on MCA 21 in support of the address of the registered office of the company for the purposes of physical verification and to check the authenticity of the same by cross verification with the copies of supporting documents of such address collected during the said physical verification, duly authenticated from the occupant of the property whereat the said registered office is situated
The Registrar shall take a photograph of the registered office of the company while causing physical verification of the same.
1. Name and CIN of the company: –
2. Latest address of the registered office of the company as per MCA 21 record: –
3. Date of authorisation letter issued by the Registrar of Companies: –
4. Name Of the Registrar of Companies: –
5. Date and Time of visit for physical verification of the registered office: –
6. Location details along with Landmark: –
7. Details of the person available, if any at the time of the visit
(i) Name: –
(ii) Father’s Name: –
(iii) Residential address: –
(iv) Relationship with the company, if applicable:
8. Remarks if any: –
9. Documents attached: –
(i) Copy of the agreement/ownership/rent agreement/ No Objection Certificate of the registered office of the company from owner/ tenant/ lessor: –
(ii) Photograph of the registered office: –
(iii) Self-Attested ID-Card of the person available, if any:
(iv) Any other document(s):
Where the registered office of the company is found to be not capable of receiving and acknowledging all communications and notices, the Registrar shall send a notice to the company and all the directors of the company, of his intention to remove the name of the company from the register of companies and requesting them to send their representations along with copies of relevant documents, if any, within a period of thirty days from the date of the notice before taking further actions in accordance with the provisions of section 248 of the Act.
*What is Sub-section (9) of section 12?
If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed (i.e. as per amended rule 25B as discussed above) and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.
Precautions need to take by the Company & its directors
As per section 12 (3) every company shall-
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
Concluding remark:
It seems intention of the lawmaker is not just to verify registered office but over the period it will include verification of various registers maintained under the act. New rule 25B is not something new it just prescribe process that how Registrar will conduct verification. Provision for physical verification was already there in the act, rule 25b prescribe process for this.
However, This amendment may cause undue hardship to very small companies/family owned companies which operates from residential premises. You may already have seen how physical verification of premises in case of new GST registrations is taking place. Intention of the Inspector may not be similar to the intention of the Government.