MCA notifies Companies Third Amendment

The Companies (Incorporation) Third Amendment Rules, 2022 inserted Rule 25B empowering the Registrar of Companies to physically verify a company's registered office and tightened the documentation required in Form INC-22. The Registrar can visit the address, photograph the premises and require proof of right to use. Companies that cannot demonstrate a genuine registered office risk show-cause notices, strike off under Section 248 of the Companies Act and director disqualification. These rules continue to apply through FY 2026-27 under the MCA V3 portal regime.

Mayank Wadhera

Published: 22 Aug 2022

Updated: 16 May 2026

3 min read

The Ministry of Corporate Affairs (MCA) has been steadily tightening incorporation norms to weed out shell companies and unverified registered offices. The Companies (Incorporation) Third Amendment Rules, 2022 brought significant changes that continue to operate under the MCA V3 portal regime in FY 2026-27. If you are forming a private limited or public limited company in India today, these rules directly affect how you file Form INC-22 and how the Registrar can verify your registered office.

What the Third Amendment Rules Did

The amendment inserted Rule 25B in the Companies (Incorporation) Rules, 2014, empowering the Registrar of Companies (ROC) to physically verify the registered office of any company. It also tightened the documentation required for change of registered office and introduced consequential changes in Form INC-22. Together these changes plug the gap where companies were being incorporated at addresses that did not actually exist.

Physical Verification of Registered Office

Under Rule 25B, the ROC can, of its own accord, depute officers to visit the registered office of a company. The verification can be triggered by a complaint, intelligence input or random selection. The officer carries the documents of incorporation, takes photographs of the office, asks for the company nameplate, and records the presence of directors or key managerial personnel.

If the office is not found at the address, the ROC can issue a show-cause notice.
Failure to respond satisfactorily can lead to striking off under Section 248 of the Companies Act.
Directors can also face disqualification under Section 164(2) and Section 167 in linked proceedings.
Banks and the GST department often follow the MCA cue and freeze related registrations.

Stricter Form INC-22 Requirements

Form INC-22, used to notify the registered office or any change in registered office, was revised to mandate clearer evidence of right to use the premises. The supporting documents now required include:

Conveyance deed or lease deed in the name of the company, where premises are owned or leased.
Rent agreement and a No Objection Certificate from the owner, where premises are rented.
Utility bill (electricity, telephone or gas) not older than two months in the name of the owner.
Photograph of the registered office showing the company name board.
Board resolution authorising the address change.

Implications for New and Existing Companies

For startups and SMEs incorporating in FY 2026-27, the practical takeaway is to treat the registered office as a real, identifiable place of business rather than a paper address. Co-working operators issuing NOCs must provide genuine workstations, and virtual office providers must support physical verification. Existing companies should review their registered office records, ensure the nameplate is in place and keep utility bills accessible for inspection.

Consequences of Non-compliance

If a company is found to have a non-existent or unverifiable registered office, the ROC can initiate proceedings under Section 248 leading to removal of the company's name from the register. This results in cancellation of PAN, freezing of bank accounts and director disqualification. Restoration is possible only through an NCLT petition, which is time-consuming and expensive.

Best Practices Under the Amended Rules

Choose a verifiable registered office address with proper signage from day one.
Keep rent agreement, NOC and utility bill updated and accessible.
Move the registered office through Form INC-22 within 30 days of any change.
Train the front-desk or admin staff to respond appropriately if MCA officers visit.
Use the MCA V3 portal to monitor incorporation and address-related filings in real time.

Conclusion

The Companies (Incorporation) Third Amendment Rules, 2022 set the tone for the MCA's ongoing crackdown on shell entities that continues into FY 2026-27. Treat your registered office as a compliance asset, not a postal convenience. Documenting tenancy, utility bills and signage carefully today protects you from the much costlier consequences of strike-off, director disqualification and NCLT restoration tomorrow.

Frequently Asked Questions

What is Rule 25B of the Companies (Incorporation) Rules, 2014?

Rule 25B, inserted by the Third Amendment Rules, 2022, empowers the Registrar of Companies to physically verify the registered office of any company, take photographs, examine documents and record the presence of directors or key managerial personnel. Adverse findings can lead to strike off under Section 248.

What documents are now required for change of registered office?

Form INC-22 now requires the conveyance or lease deed, rent agreement with NOC from the owner where premises are rented, a recent utility bill not older than two months in the owner's name, a photograph of the office showing the company nameplate, and a board resolution authorising the change.

What happens if the registered office is not found during verification?

The ROC issues a show-cause notice and can, in absence of a satisfactory reply, initiate proceedings to strike off the company under Section 248. This results in cancellation of PAN, freezing of bank accounts and possible director disqualification.

Do these rules apply to companies already incorporated?

Yes. Rule 25B applies to all companies, not just newly incorporated ones. Existing companies should ensure their registered office is verifiable, signage is in place and supporting documents like rent agreement and utility bills are readily available for inspection.