In a recent amendment, Ministry of Corporate Affairs (MCA) has inserted a new Rule 25B under the Companies (Incorporation) Rules, 2014 (Incorporation Rules) providing for the procedure to be followed under Section 12(9) of the Companies Act, 2013 (CA2013) for physical verification of the registered office of the company. Under Section 12(9) of the CA2013, where the Registrar of Companies (ROC) has reasonable cause to believe that a company is not carrying on any business or operations, he can cause a physical verification of the registered office of the company.
The procedure for physical verification prescribed under the new Rule 25B is provided below:
|Requirements of physical verification||The ROC, based upon the information or documents made available on MCA 21, is required to 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 Section 12(9) of CA2013 in compliance with the following requirements:
|Report of physical verification||The report on physical verification to contain the following information:
– Copy of the agreement/ownership/rent agreement/ No Objection Certificate of the registered office of the company from owner/tenant/lessor;
– Photograph of the registered office;
– Self-attested ID-Card of the person available, if any;
– Any other documents.
|Default in documents provided for registered office – removal of the name of company||If the registered office of the company is found to be not capable of receiving and acknowledging all communications and notices, the ROC 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. Such notice will also request the company and directors to send their representations along with copies of relevant documents, if any, within a period of 30 days from the date of the notice before taking further actions in accordance with Section 248 of CA2013 (Power of Registrar to remove name of company from register of companies).|
The above amendment has been made vide the Companies (Incorporation) (Third Amendment) Rules, 2022 dated August 18, 2022 (available here).
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