KYC of Company – With effect from 25th February, every company incorporated prior to 31st December 2017 is under an obligation to file Form No INC-22A, which is necessary for the purpose of marking the company as Active – Compliant (Active Company Tagging and Identities and Verification)
The Ministry of Corporate Affairs, through its notification dated 21st February 2019 has made amendments in The Companies (Incorporation) Rules, 2014 which shall be effective from 25th February 2019. Through this amendment, the MCA has introduced a new rule “25A” and also introduced a new form “Form No. INC-22A” and titled it as Active Company Tagging Identities and Verification”
The amendment as explained above requires every company registered on or before 31st December 2017 to file the eform which apart from other details also requires photographs of the registered office of the company to be attached as an annexure. The eform shall be digitally signed and to be further certified by a practicing professional in whole-time practice such as CA, CS or CMA.
What information needs to be furnished to ROC in Form 22A
Photo of Registered Address
Well, form INC-22A requires only one attachment, that is the photograph of the premises where the registered office of the company is situated. One photo must be taken from outside the premises whereas another photo shall be taken from inside the office.
Company Mobile and Email ID
A Company shall have to provide one official mobile number and email id of the company, which shall be further verified by way of an OTP confirmation. In case you have multiple companies then you need to provide different mobile and email address in the Form INC-22A.
Director’s Details
The company has to file details of all the directors of the company. However, in case there is any director which is disqualified or for any reason, the DIN of any director is deactivated, then the Form INC-22A cannot be filed.
Auditors Details
The company has to furnish complete details of auditor/auditors in case of more than one auditor of the company. Apart from the basic details of the auditor, the period of accounts for which appointed is important to disclose on Form INC-22A.
Cost Auditor/ Company Secretary
In case the company is required to appoint a cost auditor or a company secretary as may be applicable, the details of such cost auditor or the company secretary need to be filed in the Active Form INC-22A. In the case of the cost auditor, the period for which the appointment is made needs to be disclosed.
CEO / CFO / MD Details
Finally, the details of the Managing Director (MD) or Chief Executive Officer (CEO) or Manager or Whole-time Director of the company are submitted for all such persons. The name, designation and Din number shall be filed in the Form INC-22A. In case of a person not having DIN, the PAN Number shall be intimated.
Due Diligence of Company
We strongly advise that you conduct thorough due diligence and check if everything related to corporate laws has been complied with by the company. In the case of lapses, the same needs to be first rectified.
Photographs of the Registered Address
The new rule 25A require that every company shall also attach Two Photograph of the registered office of the company. The first photo of the registered office shall be taken from outside of the premises, whereas the second photo needs to be taken from within the registered office premises showing at least one director / KMP who shall be signing the e-form INC-22A.
Arrange SRN of AOC-4, MGT-7 filed for FY 2017-18
The details of filing of the financial statements under section 137 and the annual return as required under section 92 for the financial year 2017-18 are to be entered in Form No INC-22A.
OTP Confirmation
The company has to provide a unique mobile number and email id in the first section of the Form INC-22A, which shall be verified via a One Time Password (OTP) to be sent on the mobile/email as provided. The form can be further processed only after the verification of the mobile and email id both. Please note that OTP is valid for a few minutes only.
Certification of Form
After filing all the details in the Form INC-22A correctly including the details of all directors, KMP, cost accountant, company secretary, auditors, CEO, CFO, Managing Director etc. the E-Form Number INC-22A shall be digitally signed by any one director in case of the OPC and by two directors of the company. The signed form shall then be further certified by a practicing CA, CS, Cost Accountant in whole-time practice.
Finally, the form is ready to be uploaded to the MCA-21 website, there is no government fee if the form is filed on or before 25th April 2019. However, in case of company misses the due date then the Active Form 22A can still be filed, however with government fee of Rs. 10,000/-. The form then shall be scrutinized by the government officials of MCA and if found to be correct in all aspects shall be approved.
Frequently Asked Questions
Q1: Companies which are not required to File Form INC-22A?
The new rule 25A is applicable to all the companies which have been incorporated on or before 31st December, 2017. The following are the categories of companies which have been kept out of the requirement of filing Active Form No INC-22A.
- Struck Off Companies
- Under Process of Striking off by the ROC or NCLT
- Companies which are under Amalgamation
- Companies for which Liquidation Proceeding has begun
- Already closed or dissolved company
Q2: What is the due date of filing Form INC-22A (Active Form)?
The due date of filing the Form INC-22A is 25th April 2019, for all companies incorporated on or before 31st December 2017.
Q3: What is the Government Filing fee for Form 22A?
There is no government fee / ROC Fee if the form is filed within its due date. However, in case the company misses the date of 25th April, 2019. Then the same can still be filed with an Additional ROC Fee of Rs. 10,000 only.
Q4: What is the List of documents Required to be attached with Form INC-22A?
With the form INC-22A, a company is required to upload two photographs of the registered address of the company.
- External View Photo of the premises where the registered address of the company is situated. Care must be taken to cover the name plate / display board of the company in the image otherwise it shall be violative of section 12 of the company’s act, 2013
- Internal View Photo of the registered office of the company is required to be taken from within the office in such a manner that at least one director/kmp, who has signed the Active Form INC-22A is covered in the image.
Q5: What is Active Company Tagging Identities and Verification?
The Active Company Tagging Identities and Verification is a new requirement by the MCA, which has come into existence after the notification of the Companies (Incorporation) Amendment Rules, 2019 on 21st February 2019. According to it every company has to file a declaration and information in form No INC-22A by 25th April 2019 if it has been incorporated on or before 31st December 2017.
Q6: Who shall file the E-form INC-22A with Digital Signature?
- In the case of OPC: If the company is a One Person Company then the form INC-22A shall be signed by only one director of such OPC
- Other Than OPC: The form INC-22A shall be signed by two directors of the company. Hence for filing Form INC-22A DSC at least two directors shall be required.
- In all cases the Form INC-22A shall be certified by a practicing professional.
Q7: Is it necessary to file all pending annual returns before filing the Form INC-22A?
Yes. a company must file all pending financial statements and annual returns for the financial year up to 2017-18 before filing Form 22A. The SRN number of AOC-4 and MGT-7 for FY 2017-18 is required to be mentioned in the Form INC-22A.
Q8: What is the consequence of Late filing of the Form INC-22A?
The due date of filing the form INC-22A is notified to be 25th April 2019, in case a company does not file the required Active Form within its due date the company shall be marked as “Active – Non-Compliant” in the MCA Master data and such a company shall not be able to do any transaction. However, the defect of non-filing of Form INC-22A can be cured by filing the form after its due date with an additional government fee of Rs. 10,000/-.
Q9: What is the consequence of non-filing of Form INC-22A?
The consequences of not filing out the form shall be very restrictive and unless the Form INC-22A is filed the company apart from being marked as “Active – Non-Compliant” shall not be able to file any of the below forms if need arises.
- Change of Authorized Capital (SH-7)
- Change in paid up Capital (PAS-03)
- Changes in Director except cessation (DIR-12)
- Change in Registered Office (INC-22)
- Amalgamation or demerger (INC-28)