Be Alert! Rules for Physical Verification of Company Registered Office

Be Alert! Rules for Physical Verification of company Registered Office is now Notified – Rule 25B of Companies (Incorporation) Rules, 2014

The power of the Registrar for Physical verification of the registered office under Section 12(9) of the Companies Act, 2013 is now equipped with a Rule 25B of Companies (Incorporation) Rules, 2014.

The Ministry of Corporate Affairs (MCA) vide its Notification dated 18^th August 2022, has amended Companies (Incorporation) Rules, 2014 by notifying Companies (Incorporation) Third Amendment Rules, 2022 and after Rule 25A, a new Rule 25B – Physical Verification of the registered office of the Company is inserted to facilitate the physical verification of the Registered office of the Company by the Registrar.

Rule 25B – Physical Verification of the registered office of the Company

1. The Registrar, on the basis of the information available on MCA21, shall visit at the address of the registered office of the company and may cause the physical verification of the said registered office in the presence of two independent witness of the locality in which the said registered office is situated, for the purpose of Section 12(9) – (that the Registrar has reasonable cause to believe that the company is not carrying on any business or operations), and he may also seek assistance of the local police of such verification, if required.
2. On Physical Verification – the Registrar will take the following steps as per the Rule 25B
   • He shall carry the documents in support of the address of the registered office of the company for the purpose of PV. Accordingly, he will cross check the same from the documents collected at the time of PV.
   • He shall take the photograph of the registered office of the Company at the time of PV.
   • He shall prepare the report of PV in format given below.

Report on Physical Verification of the Registered office of the Company.

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 authorization 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 person available, if any at the time of the visit: –
   • Name: –
   • Father’s name: –
   • Residential address: –
   • Relationship with the company, if applicable: –
8. Remarks, if any: –
9. Documents attached: –
   • 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 document(s): –

Date:

Place:

  Signature

Name and Designation of the Official with official address.

Further, as per Sub-Rule 5 of the said Rule 25B, Where the registered office of the company is found to be not capable of receiving and acknowledging all communication 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.

So, all the stakeholders – Be Alert if you are not maintaining the registered office as per the requirement of the Law, in recent times the ROC has adjudicated various penalties for not maintaining the registered office as per Section 12 of the Companies Act, 2013 and in that move, the power was given to the Registrar for physical verification of the registered office by inserting Sub-section 9 in Section 12 way of Companies (Amendment) Act, 2019 and now to make it fully functional, Rule 25B notified to equip the registrar to physically verify the registered office of the company and to initiate the proceedings of Suo-moto Striking off, if the company is found in default of the provision of Section 12(9) of the Act.

Even if you are not doing any business or commercial activity, the registered office of the Company shall be maintained which is capable of receiving and acknowledging all the communications and notices as may be addressed to it.