Analysis of Companies (Incorporation) Third Amendment Rules, 2022

The Regulators are becoming more stringent day by day to bring the transparency and accountability in the system.

Now, ROC officer shall visits for physical verification and check if the company carrying on business or operations.

Brief Background

• MCA has issued notification dated 18-Aug-2022.
• New Rule 25B has been added to the e Companies (Incorporation) Rules, 2014,
• Notified, Companies (Incorporation) Third Amendment Rules, 2022.

Section 12 of Companies act deals with provisions relating to Registered office of the company.

Section 12(9) gives powers to ROC for removal of name of the company if any company violates the provisions of this section as follows:

• If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company.
• If any default is found to be made in complying with the requirements this section, he may initiate action for the removal of the name of the company from the register of companies.

Now, this amendment prescribed procedure and manner of conducting a physical verification and to take appropriate actions as follows:

• If the ROC has a reason to believe that, the company is not carrying on business then they can cause a physical verification to be conducted. ​​
• The ROC officer shall visit the registered office of the company for physical verification and shall prepare Physical verification report in prescribed format.
• If the registered office of the company is found to be not capable of receiving and acknowledging all communications 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

Keeping in view of Physical Verification by Registrar, below precautions are required to be undertaken:

• Ensure Name board of the company is available at Registered office.
• Ensure Availability of Proper Rental Agreement
• Ensure Availability of all the required documents at Registered Office.

Also Read: MCA inserts Rule 25B for Physical Verification of Registered Office of Companies by ROC