On 21st February, 2019, the Ministry of Corporate Affairs (MCA) notified the Companies (Incorporation) Amendment Rules, 2019 (“Amendment Rules“) directing every company incorporated on or before 31st December, 2017 to file E-form INC – 22 A to verify their registered office. This move of the government along with other newly introduced stringent compliances such as director KYCs, is with the aim to tighten the noose around dummy entities.
Information to be Furnished
The e-form named ACTIVE (Active Company Tagging Identities and Verification), requires companies to furnish details of their registered office address along with photographs of the exterior as well as interior of the office. It is mandatory that the photograph shows the director or key managerial person of the company who has affixed their digital signature to E-Form ACTIVE. Other details to be furnished in the form are the longitudinal and latitudinal details of the registered office, details of the directors such as number of directors, name, director identification number (DIN), KYC status of DIN etc., details of the statutory auditor, company secretary and managing director.
The Amendment Rules are effective from 25th February, 2019. The due date for filing E-form ACTIVE is 25th April, 2019, subsequent to which a penalty of Rs. 10,000 shall be applicable for the delayed filing of e-form ACTIVE. E-form ACTIVE has been released by the MCA and is available for download.
The Amendment Rules state that certain companies are not required to file e-form ACTIVE. Companies exempted from this filing (based on the records of the Registrar) are:
- Companies which have been struck off;
- Companies which are under process of being struck off;
- Companies which are under liquidation; and
- Companies which have been dissolved or amalgamated.
The Amendment Rules also state that any company which has not filed its annual return or consolidated financial statements or both with the registrar shall not be able to file e-form ACTIVE, unless the company is under a management dispute. The Amendment Rules further state that the Companies need to ensure that the KYC of each of its directors has been approved prior to filing e-form ACTIVE.
Consequences of being ACTIVE Non-Compliant
Any company that does not make this filing will be marked as ACTIVE Non-Compliant in the MCA records and shall not be able to file other company e-forms related to change in authorized or paid-up capital, change in registered office address and change in directors except for resignation and amalgamation/re-merger.