Updated : September 03, 2024Physical Verification of Registered Office by RoC
Overview : The MCA has amended the Companies Incorporation Rules, 2014 to insert Rule 25 B, titled “Physical Verification of the Registered Office of the Company.” This new rule lays down the conditions for conducting a physical verification of the Company’ Registered Office. The blog helps you gain insights into the existing law under Rule 25 of the Company Incorporation Rules and the insertion of Rule 25 B under the Third Amendment Rules and additional conditions to strike-off the name of the company.
In a notification dated 18th August, 2022, the Ministry of Corporate Affairs has amended the Companies Incorporation Rules, 2014, to insert Rule 25 B, titled “Physical Verification of the Registered Office of the Company”. The new rule introduces a manner of physical verification for the Registered Office of the company, and lays down the conditions for conducting such a physical verification. This is a drastic change in the manner of verification of the Registered office, as until now, the verification was merely document-based.
The provision for a Physical Verification has undoubtedly enhanced the transparency of the process by which the registered office of a company was being verified up until now. In this blog, we have elaborated on the provisions of the new rule and have compared it with the existing rules of verification, so that the improvements in the rules are crystal clear to you.
Existing law under Rule 25 of the Company Incorporation Rules
The verification of the Registered Office of a Company has been provided in Rule 25 of the Companies Incorporation Rules, 2014, in pursuance of Section 12 of the Companies Act, 2013. The rule lays down, that if at all a company was unable to provide a registered office address during its incorporation, or, to put it differently, if a company has been incorporated without a registered office, then within 15 days after the date of its incorporation, the company must have a registered office in its name, and must file for its verification to the Registrar of Companies in form INC 22.
Form INC 22 can be filled online on the official website of the Ministry of Corporate Affairs, along with the prescribed government fee and the required set of documents. According to Rule 25 of the Companies Incorporation Rules, 2014, form INC 22 can be filed with any of the following documents:
| S.No. | Documents to be filed with INC 22 |
|---|---|
| 1 | A Registered Document in the name of the company with the address of the premises as its registered office address |
| 2 | Stamped & Notarised Rent agreement with a rent payment receipt not older than 1 month |
| 3 | No Objection Certificate from the the owner of the Premises, along with the document proving his ownership |
| 4 | Utility Bills like Telephone, gas, electricity, and water bill in the name of the company, not older than 2 months |
Insertion of Rule 25 B under the Third Amendment Rules
In pursuance of Section 12 (9) of the Companies Incorporation Rules, 2014, a new rule, Rule 25 B, has been inserted to provide for the physical verification of the registered address of the Company. The rule empowers the Registrar of Companies to visit the registered office according to the address / location of the company as mentioned on the MCA portal.
Additionally, he can also carry with him the official documents of the company registered on the MCA portal during his visit to the office of the company, for reference and cross verification. While conducting the physical verification, the registrar will cross examine the documents of the registered office of the company that he is carrying, with the documents he collects from the occupants of the premises.
The occupants of the premises shall authenticate each of the documents that he furnishes to the Registrar during the physical verification. Besides the cross examination of documents, the registrar will also take a photograph of the office, and will prepare a report of verification. The details to be mentioned in the report prepared by the Registrar have been mentioned in the table below.
| S.No. | Details to be mentioned in the report of verification by the Registrar of Companies |
|---|---|
| 1 | Name and CIN of the Company |
| 2 | Registered Office address as mentioned in MCA records |
| 3 | Date of authorisation letter issued by the Registrar of Companies |
| 4 | Name of the Registrar of Companies conducting physical verification |
| 5 | Date and Time of visit for physical verification of the registered office |
| 6 | Location details of the registered office along with Landmark |
| 7 | Details of the person available at the time of physical verification, like name, address, and relationship with the company |
| 8 | The Report will be signed by the official conducting the physical verification |
The physical verification of the registered office of the company will be conducted in the presence of two independent witnesses from the same locality in which the registered office is situated. The Registrar may also seek the assistance of the local police authorities under whose jurisdiction the registered office falls.
Additional conditional to Strike-off the company’s name
Where the registered office of the company is found to be incapable of receiving and acknowledging official communications and notices, the Registrar is entitled to send a notice to the company and all its directors, of his intention to remove the name of the company from the register of companies. If the directors have to send any responses in return to such a notice, they can do so with the copies of prescribed documents, within a period of thirty days from the date of the issue of notice.
Conclusion
The third amendment to the Company Incorporation Rules, 2014 has brought in a new provision of physical verification of the registered office of the company, which had never existed before. The provision has been introduced in pursuance of Section 12 of the Companies Act, which mentions that the registered office verification will be conducted in the manner prescribed under law. From now onwards, the verification of registered offices will be conducted in two ways, the first being the document based verification in form INC 22, and the second being the physical verification by the on-site visit of the ROC.
