MCA notifies Companies Third Amendment

MCA notifies Companies Third Amendment

MCA Notifies Companies Third Amendment Rule, 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.

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.

Companies (Incorporation) Third Amendment Rules, 2022

Physical Verification of Registered Office Address of Company by ROC MCA vide its Notification dtd. 18th August, 2022, has notified Companies (Incorporation) Third Amendment Rules, 2022 which pertains to physical verification of the registered office address of the Companies.

This rule is added to make sub-section (9) of section 12 fully functional and to provide the procedural aspect. Sub-section (9) was inserted vide the Companies (Amendment) Act, 2019. Extract o… Read More After the Amendment in Incorporation Rules, 2014. Rule 25B* shall be inserted and to be read after 25A *25B.

PHYSICAL VERIFICATION OF THE REGISTERED OFFICE OF THE COMPANY BY ROC

1. The ROC has a reasonable cause to believe that the Company is not carrying on any business or operations pursuant to section 12(9) of the CA,2013 ROC can carry out Physical verification of the Registered Office.

2. The Registrar shall carry the documents as filed with the MCA while physical verification and shall cross check with the documents filed by the Company.

3. The Registrar shall take photograph of the registered office while on the performing physical verification.

4. The report of such verification shall be prepared and relevant attachments shall be attached.

5. Where the registrar is not getting any reply from the Company on the notices sent by it, The Registrar shall send a notice to the Company and its directors of intention to remove the name of the Company from the register of companies within 30 days from the notice.

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.

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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