E-FORM ACTIVE (INC-22A), Companies Incorporation Amendment Rules, 2019

Introduction

> Active Company Tagging Identities and Verification is a new concept which is introduced by the Ministry of Corporate Affairs on 21-02-2019 by notifying Companies (Incorporation) Amendment Rules, 2019. It also introduces new E-FORM ACTIVE (INC-22A).

> Companies (Incorporation) Amendment Rules, 2019 will be applicable from 25-02-2019.

> It is an attempt of Ministry of Corporate Affairs in order to identify the Active Companies and to verify their Registered Office.

What are the major Changes that has been introduced

> Companies (Incorporation) Amendment Rules, 2019 basically affects two provisions of the companies act 2013-

i. Companies Incorporation Rules, 2014.

ii. Companies (Registration Offices and Fees) Rules, 2014 read with Companies (Registration Offices and Fees) Amendment Rules, 2019.

Rule 25A

New rule has been inserted in Companies Incorporation Rules, 2014 under Verification of Registered Office.

Rule 25A states that-Every company Incorporated on or before the 31^st 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 25.04.2019. 

Common Questions that will arise in the mind of professionals and various stakeholders-

1. What Compliances are required to be done on part of the company??

Ans.- Company has to file e-form Active i.e.(INC-22A) to Ministry of Corporate Affairs on or before 25-04-2019.

2. Which are Companies are required to file e-form Active (INC-22A)??

Ans.- Every Company* Incorporated on or before 31^st December 2017 are required to file this e-form.

So, we can say that all this companies are required to file e-Form Active i.e. INC-22A

i. Public Company(whether listed or not)

ii. Private Company

iii. Government Company

iv. One Person Company

*Company has been defined under Section 2(20) of the Companies Act 2013 which specifically states that- Company means Company Incorporated under this Act or under any previous law.

So, Every Entity which is incorporated under previous applicable laws is also required to file this form.

3. What is the Due date of Filing e-form Active i.e. INC-22A??

Ans.- Due Date of filing this form is 25-04-2019.

4. Which companies are not required to file this form??

Ans. Following Companies are not required to file this form:-

i. Companies which have been struck off

ii. Companies which are under process of Striking off.

iii. Companies which are under Liquidation.

iv. Companies which has been dissolved or amalgamated.

As per the register maintained by Ministry of Corporate Affairs.

5. Which Companies will not be allowed to file this Form with Ministry of Corporate Affairs???

Ans.- Following Companies will not be allowed by Ministry of Corporate Affairs to file this e-form Active are.:-

i. Company which has not filed its due financial statements under Section 137 i.e. Not Filled AOC-4

ii. Company which has not filled its Annual Returns under section 92 i.e. Not Filled MGT-7

iii. A company who’s any of the director/s has not filled DIR 3 KYC form or is disqualified under section 164 of the Companies Act, 2013.

6. What are the consequences of non filling of this e-form Active???

Ans.- Company will be marked with “Active- Non compliant” at the portal of MINISTRY OF CORPORATE AFFAIRS and due to this the company will not be allowed to carry on some transactions such as:-

i. Change in Authorised Capital

ii. Change in Paid up Capital

iii. Changes in Director Accept Cessation,

iv. Change in Registered Office.

v. Amalgamation, De-merger

7. Consequences of Filing e-form Active after the due date .i.e. 25-04-2019???

Ans. Penalty will be charged from those companies who will file this form after the due date and the amount of penalty is Rs. 10,000.- as inserted by Companies(Registration offices and Fees) Amendment Rules, 2019.

8. What details that will be required in order to file e-form ACTIVE with Ministry of Corporate Affairs??

Ans. The Company will need the Following details-

i. At least 2 Photographs

– One Photograph Showing External Building of the registered office of the Company.

– One Photograph of Inside office .i.e. Registered Office of the Company also showing therein at least one Director/KMP who has affixed his/her Digital Signature to this form.

– It is advisable to take the photograph taking the Board /Name Plate of the Company which is displayed outside the Registered Office of the Company.

ii. E-mail id of the Company and it will be verified by an OTP, so it is advisable not to use one single email id for more than one company.

iii. Address of the Registered Office of the Company.

-Along with Latitude & Longitude.

– It is advisable to extract the Latitude and Longitude of the Registered Office of the Company by using authentic websites. Such as- www.latlong.net

iv. Name of all the Directors of the Company, if it is more than 15 then Details of Special resolution passed for such appointment will be required. However, in case of Government Company details of such resolution will not be required as there is no limit of directors in Government Company.Kindly Check that all the Directors have filled the DIR-3 KYC Form or They are not disqualified under section 164 of the Companies Act, 2013.

v. Details of Company Secretary.

– Name of the Company Secretary of the Company.

– PAN No.

– Membership No.

vi. Details of Statutory Auditor.

– Name of the Auditor/Firm.

– PAN No. of the Auditor/ Firm.

– Membership No. or Firm’s Regn. No.

– Period for which the Auditor has been appointed.

vii. Details of Cost Auditor

– Name and No. of Cost Auditor Appointed

– Membership no.

– Period for which Appointed.

– Financial Year to be covered by the cost auditor.

viii. Details of Managing Director/Whole Time. Director/Chief Executive Officer/Manager.

ix. Details of Form AOC-4/AOC-4 XBRL & MGT-7 Filed for FY-2017-18 .i.e. SRN No. will be required.

The E-Form will be certified by Practicing Company Secretary/ cost Accountant/ Chartered Accountant.