The amendment for the new process for physical verification of companies was recently introduced. Since this Act is so complex in itself it will create confusion in the minds of the people and people afraid of establishing their company due to the intricacies involved in it. This article gives an emphasis on understanding the new process for physical verification of companies’ registered addresses.
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Introduction
The Companies Act, 2013 in India defines a company in Section 2(20) as “a company incorporated under this actor under any previous company law”. This means that any corporation which is incorporated and registered under this Act or under other previous company Act will be called a company.
A company is considered to be an artificial legal person according to Indian Constitution which has an independent legal entity and a common legal seal for its signatures.
New Process for Physical Verification of Companies’ Registered Addresses
The government has amended the Companies (incorporation) rules, 2014 to ensure a transparent process for the physical verification of companies’ registered addresses, including by way of having the presence of independent witnesses and clicking the photograph of the registered office at the time of the verification.
The rules under the Companies Act, 2014, have been amended by the corporate affairs ministry and will come into effect once notified in the Official Gazette. Accordingly, the Ministry has notified the Companies (Incorporation) Third Amendment Rules, 2022 by delineating the provisions for “Physical verification of the Registered Office of the company” under a newly inserted rule 25B.
Rule before Amendment
Before moving to the amendment, the old rule was the prescribed provisions under section 12 of the Companies Act, 2013 which led to the mandate that every registered company must always have a registered office address within 30 days from the date of incorporation and thereafter. Further, a company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
Rule after Amendment
Under the Companies Act, 2013, a Registrar of Companies (RoC) can do a physical verification of a company’s registered office if he or she has a reasonable cause to believe that the company concerned is not carrying out business in a proper manner or any false documentation has been shown. Such process for physical verifications has been put in place under the Act vide notification dated 18th August 2022 amended Companies (Incorporation) Rules, 2014.
For the same Rule, 25B shall be inserted i.e., Physical Verification of the Registered office of the Company.
Companies Registered Address: Rule 25 B
The New Rule 25 B talks about the Physical Verification of the Company’s Registered Office.
- The Registrar, on the basis of the information or documents available on MCA 21, must visit the registered address of the company office and may also conduct physical verification of the said registered company’s office for the purpose of Section 12 (9) of the Companies Act, 2013.
- Verification can be done in the presence of two independent witnesses of the same locality of the registered office.
- During such verification assistance of local Police can be taken.
- The registrar must carry the documents filed in support of the address of the registered office of the company for the physical verification of the same.
- The Registrar must take pictures of the registered address of the company’s office during the physical verification.
- Registrar can also check the authenticity of the same by cross-verifying with the documents of such address obtained during the physical verification and duly authenticated from the occupant/ owner of the property where the said registered office of the company is situated.
- The Registrar prepares the physical verification report in the prescribed format only. The report must contain the following details:
- Name and CIN (Company Incorporation Number) of the Company
- Recent Address of the Company’s Registered Office as per the record of MCA 21
- Date of Authorisation letter issued by the Registrar of Company (ROC)
- Name of Registrar of Company
- Date and Time of physical verification of the registered office of the company
- Details of location along with landmark
- Details of the person available at the visit for physical verification including his name, father’s name, residential address and relationship with the company (if applicable).
- This report must include Documents to be attached in the report are as follows:
- Copy of the agreement, ownership, rent agreement or No Objection Certificate of the registered address of the company’s office from the owner, tenant or lessor.
- Photograph of the registered office.
- Self-attested ID Card of the person available at the time of verification.
If the company’s registered office is found to be not capable of receiving and acknowledging all notices and communications then the Registrar must send a notice to the company and its directors writing his intention to remove the name of the company from the Register of Companies and requesting or asking them to send their representations along with copies of all the relevant documents within 30 days from date of notice before taking further actions in accordance with the provisions of Section 248 of the Companies Act, 2013.
Conclusion
Under the Companies Act, 2013, a Registrar of Companies (RoC) can do a physical verification of a company’s registered office if he or she has a reasonable cause to believe that the company concerned is not carrying out business in a proper manner or any false documentation has been shown. Such process for physical verifications has been put in place under the Act vide notification dated 18th August 2022 amended Companies (Incorporation) Rules, 2014. For the same Rule, 25B shall be inserted i.e., Physical Verification of the Registered office of the Company.
