Compliances

Company (Incorporation) Third Amendment Rules, 2022

calendar21 Nov, 2022
timeReading Time: 3 Minutes
Company (Incorporation) Third Amendment Rules

The Ministry of Corporate Affairs issued a notification on 18th August 2022 titled “Company (Incorporation) Third Amendment Rules 2022” as an amendment to the Companies (Incorporation) Rules, 2014. In the Amendment, after the current rule 25A, a new rule has been inserted as Rule 25 B, which discusses the Physical verification of the company’s registered office.

Third Amendment to the Companies (Incorporation) Rules, 2014

A new rule, 25 B, has been inserted under the Companies (Incorporation) Rules, 2014, in an amendment titled Company (Incorporation) Third Amendment Rules, 2022. The new rule discusses the Physical verification of the Company’s Registered Office under which sub-rule (1) mentions that the Registrar, as per the information or documents available on the MCA 21[1], shall visit the registered office of the Company for the physical verification of the registered office as per section 12(9). The Registrar must visit the office along with two independent witnesses of the locality near the registered office. The officer can also seek help from the local police for necessary verification.

The sub-rule (2) of rule 25 B, under Company (Incorporation) Third Amendment Rules, mentions that the Registrar must carry the documents as filed in MCA 21 in favour of the registered office address of the company for physical verification and check its authenticity by doing cross verification with the copies of documents of the address, which the ROC  had collected during the physical verification and a duly authenticated form of the person occupying the property near the registered office

Sub-rule (3) mentions that the Registrar shall carry a photograph of the Company’s registered office while performing the physical verification.

Sub-rule (5) under the Company (Incorporation) Third Amendment Rules mentions that where the Company’s registered office is found not to be capable of receiving and acknowledging the notices and communications, the Registrar is required to send a notice to the Company and all its directors, about his intention to remove the Company’s name from the register of companies, and must request them to send their representations and copies of the documents which are relevant, within 30 days from the date of the notice, before they take any action according to section 248 of the Act. 

Report on Physical verification of the Company’s registered office

The Company (Incorporation) Third Amendment Rules mention that according to the sub-rule (4), the report of physical verification must be prepared in a prescribed format, as discussed below-

  1. CIN and Name of the Company
  2.  The recent address of the Company’s registered office, according to the MCA 21 record.
  3. Date of authorisation letter which has been issued by the Registrar of the Company
  4. Name of the Company’s Registrar
  5. Date and Time of Visit to the Company’s registered office for the physical verification
  6. Details of the location with landmark
  7. Details of the person available at the time during the visit
    • Name
    • Father’s Name
    • Residential address
    • Relationship with the Company, if it is applicable
  8. Remarks, if any
  9. Documents attached, as mentioned below-
    • Copy of the ownership/ agreement/rent agreement/NOC of the Company’s registered office from the owner/ lesser/ tenant
    • Photograph of registered office
    • Self-attested ID card of the available person
    • Any other documents
  10. Date, place and signature of the official with an official address

Second Amendment to the Companies (Incorporation) Rules, 2014

Before the third Amendment notified on 18th August 2022 as Company (Incorporation) Third Amendment Rules 2022, another notification to amend the Companies (Incorporation) Rules, 2014was passed on 20th May 2022, which was titled “Company (Incorporation) Second Amendment Rules, 2022”. The Amendment was made in Form INC-9, which was substituted by a new form, and a few provisions were inserted in Form-INC 32 (SPICe+) in part B of the Declaration.

Company (Incorporation) Amendments Rules, 2022

The Companies (Incorporation) Amendment Rules, 2022, have been notified by the Ministry of Corporate Affairs (MCA) further to amend the Companies (Incorporation) Rules, 2014. With this notification, MCA modifies the Nidhi Company incorporation applications provision and introduces Form INC 20A. (Declaration for Commencement of Business).

Conclusion

The Ministry of corporate affairs (MCA) has notified about Company (Incorporation) Third Amendment Rules 2022 to ensure a clear procedure of physical verification of the registered addresses of the company. The new rule, 25 B, inserted after rule 25 A in the Amendment, discusses the Physical verification of the registered office. As per the rules, the ROC will be responsible for carrying out the physical verification of the registered office in the presence of two witnesses. There are specific requirements for documents and forms, which are also mentioned in the sub-rules in the Amendment. The compliances to be followed by the ROC are discussed in the Amendment.

Read our Article:New Rules regarding Physical Verification of Registered Address of Company

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