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Rule 25Chapter 3

Verification of registered office

(1)

The verification of the registered office shall be filed in Form No.INC.22 along with the fee, and

(2)

There shall be attached to said Form, any of the following documents, namely :-

(a)

the registered document of the title of the premises of the registered office in the name of the company; or

(b)

the notarized copy of lease or rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;

(c)

the authorization from the owner or authorized occupant of the premises along with proof of ownership or occupancy authorization, to use the premises by the company as its registered office; and

(d)

the proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, as the case may be, which is not older than two months.

25A. Active Company Tagging Identities and Verification (ACTIVE) .-

(1)

Every company incorporated on or before the 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 15.06.2019 on or before 25.04.2019 .

Proviso

Provided that any company which has not filed its due financial statements under section 137 or due annual returns under section 92 or both with the Registrar shall be restricted from filing e-Form-ACTIVE, unless such company is under management dispute and the Registrar has recorded the same on the register:

Proviso

Provided further that companies which have been struck off or are under process of striking off or under liquidation or amalgamated or dissolved, as recorded in the register, shall not be required to file e- Form ACTIVE:

Proviso

Provided also that in case a company does not intimate the said particulars, the Company shall be marked as “ACTIVE-non-compliant” on or after 16th June, 2019 on or after 26th April, 2019 and shall be liable for action under sub-section (9) of section 12 of the Act:

Proviso

Provided also that no request for recording the following event based information or changes shall be accepted by the Registrar from such companies marked as “ACTIVE-non-compliant”, unless ” e-Form ACTIVE” is filed

(i)

SH-07 (Change in Authorized Capital);

(ii)

PAS-03 (Change in Paid-up Capital);

(iii)

DIR-12 (changes in Director except in case of:

(a)

cessation of any director or

(b)

appointment of directors in such company where the total number of directors are less than the minimum number provided in clause (a) of sub-section (1) of section 149 on account of disqualification of all or any of the director under section 164.

(c)

appointment of any director in such company where DINs of all or any its director(s) have been deactivated.

(d)

appointment of director(s) for implementation of the order passed by the Court or Tribunal or Appellate Tribunal under the provisions of this Act or under the Insolvency and Bankruptcy Code, 2016).

(iii)

DIR- 12 (Changes in Director except cessation);

(iv)

INC-22 (Change in Registered Office);

(v)

INC-28 (Amalgamation, de-merger)

(2)

Where a company files “e-Form ACTIVE”, on or after 16th June, 2019 on or after 26th April, 2019 , the company shall be marked as “ACTIVE Compliant”, on payment of fee of ten thousand rupees”.

25B . Physical verification of the Registered Office of the company.

(1)

The Registrar, based upon the information or documents made available on MCA 21, shall visit at the address of the registered office of the company and may cause the physical verification of the said registered office for the purposes of sub-section (9) of section 12, in presence of two independent witness of the locality in which the said registered office is situated and may also seek assistance of the local Police for such verification, if required.

(2)

The Registrar shall carry the documents as filed on MCA 21 in support of the address of the registered office of the company for the purposes of physical verification and to check the authenticity of the same by cross verification with the copies of supporting documents of such address collected during the said physical verification, duly authenticated from the occupant of the property whereat the said registered office is situated.

(3)

The Registrar shall take a photograph of the registered office of the company while causing physical verification of the same.

(4)

The report of the physical verification shall be prepared in the following format namely:-

Report on Physical Verification of the Registered Office of the Company:

Name and CIN of the company:-

Latest address of the registered office of the company as per MCA 21 record:-

Date of authorisation letter issued by the Registrar of Companies:-

Name of the Registrar of Companies:-

Date and Time of visit for physical verification of the registered office:-

Location details along with Landmark:-

Details of the person available, if any at the time of the visit-

(i)

Name:-

(ii)

Father’s Name:-

(iii)

Residential address:-

(iv)

Relationship with the company, if applicable:-

Remarks if any:-

Documents attached:-

(i)

Copy of the agreement/ownership/rent agreement/No Objection Certificate of the registered office of the company from owner/tenant/lessor:-

(ii)

Photograph of the registered office:-

(iii)

Self Attested ID-Card of the person available, if any:-

(iv)

Any other document(s):-

Date:

Place:

Signature

Name and Designation of the official

with official address.

(5)

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 thirty days from the date of the notice before taking further actions in accordance with the provisions of section 248 of the Act.

Notes, amendments & references (7)

Form No.INC.22 Form INC 22 has been revised vide MCA Notification dated 19.01.2023. To view the Notification, Click here . To view the revised Return, Click here .

To view the return, Click Here

25A. Inserted vide the Companies (Incorporation) Amendment Rules, 2019 dated 21.02.2019 w.e.f., 25.02.2019. To view the Notification, Click Here

on or before 15.06.2019 Substituted vide the Companies (Incorporation) Fourth Amendment Rules, 2019 dated 25.04.2019. To view the Notification, Click Here .

Substituted vide the Companies (Incorporation) Fourth Amendment Rules, 2019 dated 25.04.2019. To view the Notification, Click Here .

(iii) Substituted vide the Companies (Incorporation) Eighth Amendment Rules, 2019 dated 16.10.2019. To view the Notification. Click Here .

25B . Inserted vide the Companies (Incorporation) Third Amendment Rules, 2022 dated 18.08.2022. To view the Notification, Click Here