Get Cautious with your Registered Office of the Company Now!

INTRODUCTION

The majority of a company’s business operations are generally carried out in its registered office. At the time of the company’s incorporation, the promoters choose the State where the registered office will be located. A company’s registered office is its principal location, where all correspondence from all the authorities pertaining to the company should be delivered.

During incorporation, the promoters of a company must specify the registered office of the business and keep certain records there.

As per the provisions of section 7 of the Companies Act, 2013, all companies which are registered under the Companies Act 2013 are legally required to have a registered office address in India from the date of commencement of business or within thirty days from the date of incorporation whichever is earlier. However, under the incorporation process effective as on date, the proposed company is required to intimate the address of its proposed registered office at the time of incorporation itself.

By virtue of the above provisions all types of companies (private, unlisted public companies, listed companies and one person company) are mandatorily required to have the registered officer and also to keep the Registrar of Companies informed about the location of the registered office and changes, if any thereafter.

BRIEF

The Indian government has amended rules to ensure a transparent process for physical verification of addresses of the registered offices of companies, including by way of having independent witnesses at the time of the verification. The steps listed out in the new rules will help do away with discretion of authorities as well as put in place a transparent system with respect to the physical verification process.

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.

Further as provided in the Companies (Incorporation) Third Amendment Rules, 2022 in the event to facilitate the Compliance with the provisions of section 12 of Companies Act, 2013 Ministry of Corporate Affairs released a notification on August 18, 2022, referring to the Registrar’s verification of a company’s registered office.

The procedure for these physical verifications under the Act has been added by the amendment. “Two Independent Local Witnesses from the area where the company’s registered office is situated will be present for this verification”. The Ministry of Corporate Affairs states that if necessary, the assistance of the local police would also be called.

It was also stated that in order to ensure the validity of the documents, they should be cross-checked with “copies of supporting documents of such address collected during the said physical verification, duly authenticated from the occupant of the property where the said registered office is situated.

During the physical verification, the registrar will also have to capture a picture of the company’s registered office. Once the verification is done, a detailed report with various information, including location details and photographs, will be prepared.

REPORT ON PHYSICAL VERIFICATION OF THE COMPANY:

1. Name and CIN of the company
2. Latest address of the registered office of the company as per MCA21 Record;
3. Date of authorization letter issued by registrar of company;
4. Name of 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 the person Available, If any at the time of visit;
   • Name
   • Fathers Name
   • Residential Address
   • Relationship with the company, if applicable
8. Remark 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 registered office
   • Self-attested ID-Card of the person available, if any
   • Any other documents

Above mentioned Report also contains the name and Designation of Inspecting Official along with Official address.

CONSEQUENCES

Where 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 and requesting them to send their representations along with copies of relevant documents, if any, Within a period of 30 Days from the date of the notice before taking further actions in accordance with the provisions of section-248 of the act. 

For any clarifications/suggestions or any queries please write drop a comment or write to us at info@sigmalegal.in

(CS DEPARTMENT)

AMIT KUMAR

SIGMA LEGAL GROUP