Physical Verification of Registered Office Address

The Ministry of Corporate Affairs, through its notification dated August 18, 2022, amended the Companies (Incorporation) Rules, 2014 (“Incorporation Rules”) and introduced ‘Rule 25B’ which relates to physical verification of a company’s’ Registered Office Address.

The latest amendment in August widens this power of the Registrar of Companies by prescribing the procedure for the same. To be sure, prior to this introduction, the Registrar of Companies (“RoC”) has the power to ‘physically’ verify the registered office of a company if it believes that the company is not carrying out any business or operations. This particular power had been vested in the RoC pursuant to the Companies (Amendment) Act, 2019.

As per the August notification, the Registrar, upon examining the documents and information available on MCA 21, may visit the registered offices of a company for physical verification along with two independent witnesses of the locality in which such office is situated. The Registrar also may employ the assistance of local police if it is so needed. The Registrar is to carry the documents as filed on MCA 21 in support of the address of the registered office, to verify the correctness of the same. He (or, she) may also collect supporting documents in support of the address during the verification authenticated from the occupant of the property where the registered office is situated. The Registrar, during the physical verification, shall take a photograph of the registered office.

After conducting the physical verification, the Registrar is shall make a report, the format for which has been prescribed.

The format mentions the following information to be furnished:

1. Name and CIN of the company

2. Latest address of the registered office of the company as per the MCA 21 record

3. Date of authorisation 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

8. Name

9. Father’s Name

10. Residential address

11. Relationship with the company, if applicable

12. Remarks, if any

13. Documents attached

14. copy of the agreement/ownership/rent agreement/No objection Certificate of the registered office of the company from owner/tenant/lessor

15. Photograph of the registered office

16. Self-attested ID-card of the person available, if any

17. Any other document(s)

The report shall contain the date and place, and signature, designation and official address of the official by whom the physical verification was conducted.

If the address of the registered office available on the website is not capable of receiving and acknowledging all communication and notices, the Registrar is supposed to send a notice to the company and all the directors of the company stating his intention of removing the name of the company from the register of companies. The notice shall also request the receivers to send their representations along with copies of relevant documents, if any, within a period of thirty days from the date of the notice. If no reply is received by the Registrar, he may remove the name of the company from the register of companies in exercise of the powers conferred on him under Section 248 of the Companies Act, 2013.

The rationale behind providing such extensive authority to the RoC is perhaps to ensure that companies are carrying out legitimate business operations fully compliant.

Guest Author: Dristi Agarwal, Student, ILS Law College