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Regulatory Alert: MCA (Active Company Tagging Identities and Verification)

22 February 2019

The Ministry of Corporate Affairs (“MCA”) has vide notification dated 21 February 2019 (“notification”) introduced Companies (Incorporation) Amendment Rules, 2019 (“Amendment Rules”). The Amendment Rules has inserted new Rule “Active Company Tagging Identities & Verification (ACTIVE)” to the Companies (Incorporation) Rules, 2014, directing the Companies to file e-form INC-22A to provide particulars of the Company and its registered office.

This Alert provides an overview of the provisions of the Amendment Rules which impacts the provisions under the Companies Act, 2013 (“the Act”) and rules thereof.

Key highlights of the Amendment Rules:

  • All the companies (excluding companies whose name has been struck off, amalgamated, dissolved companies or Companies undergoing process of Liquidation, strike off) incorporated on or before 31 December 2017 should file the particulars of the Company and its Registered office, in e-form INC-22A (Active Company Tagging Identities and Verification) on or before 25 April 2019 with zero fees.
  • It is prudent to note that the Companies which have failed to file Financial Statements under section 137 and/or Annual Return under section 92, shall be restricted to file e-from INC-22A until and unless the same are filed with the Registrar of Companies (“ROC”).
  • Companies which fail to file e-form INC 22-A on or before 25 April 2019 shall be marked as “ACTIVE-non-compliant” and would be disbarred from filing the following forms:
  1. SH-07 (Change in Authorized Capital);
  2. PAS-03 (Change in Paid-up Capital);
  3. DIR-12 (Changes in Director except cessation);
  4. INC-22(Change in Registered Office);
  5. INC-28 (Amalgamation, de-merger)
  • Further, if Companies fail to file the e-form INC 22-A before the prescribed timeline, the ROC may initiate appropriate steps and may remove the name of such Companies from the Register of Companies.
  • If a Company files, the e-form INC-22A on or after 26 April 2019, filing fees shall be INR. 10,000/- (INR Ten Thousand only).
  • Before proceeding for filing of e-form INC-22A the Company should ensure that status of Director Identification Number of all the Directors is active.

BDO Comments:

  • This Amendment Rules shall come into force w.e.f 25 February 2019.
  • One more initiative by the Government to identify shell companies which has been a cause of concern.
  • Under the Amendment Rules, the MCA has not provided a situation whether the Company would need to file the requisite e-form INC-22A, post completion of a corporate action such as change in Registered Office of the Company.