Continuing with its crackdown on shell entities through stringent KYC regulations, the Government has made it mandatory for over more than 10-12 Lacs active registered companies in India to upload all their particulars including details of registered office to the Ministry of Corporate Affairs (MCA).

With a view to enhance Corporate Governance and ease of doing business and at the same time, ensuring compliance and public availability of information such requirements have been placed by the Government.

Accordingly, the MCA has amended the Companies Incorporation Rules 2014 by inserting a new Rule 25A after existing Rule 25. As per this new Rule 25A, all companies incorporated on or before 31 st December 2017 shall file the particulars of the company and its registered office in e-Form ACTIVE i.e. E-Form 22A on or before 25th April 2019.

Who needs to file E-form 22A?

Every Company incorporated on or before 31 st December 2017.

Which companies are not required to file form 22A?

1. Companies incorporated on or after 1st January 2018;
2. Companies which are struck off;
3. Companies under the process of striking off;
4. Companies under liquidation;
5. Amalgamated companies;
6. Dissolved companies;

Companies which cannot file 22A without completing certain compliances

1. Companies which are required to appoint Key Managerial Personnel (KMP) such as Managing Director/Whole-time Director, CFO, CS but have not yet appointed such KMPs;
2. Companies who have not filed financial statements (E form AOC-4) under section 137 or due annual returns (E-form MGT-7) under section 92 or both till the financial year ending 31 st March, 2018;
3. Companies who have not yet filed form ADT-1 for the appointment of statutory auditors;
4. DIN Status of any Director is not approved i.e. KYC of the Directors are yet to be filed;
5. Companies which are required to appoint “Cost Auditor” but have not yet appointed.

The aforesaid companies can file E-Form 22A subject to fulfillment of the required compliances as mentioned hereinabove.

Information/Documents required

1. E-mail Id of the company to receive OTP
2. Details of Cost Auditor (If applicable)
3. Photograph of Registered Office showing external building
4. Photograph of inside office also showing therein at least one Director/KMP who has affixed his/her Digital Signature to the form 22A
5. Digital Signatures of 2 Directors or of 1 Director and 1 KMP

Consequences of Non-Filing

1. Status of the company shall be changed to “Active-non-complaint”
2. The company would not be able to file the following E-forms:
(a) SH-7 (Change in Authorised Capital)
(b) PAS-3 (Change in Paid-up Capital)
(c) DIR-12 (Change in Directors except cessation)
(d) INC-22 (Change in Registered Office)
(e) INC-28 (Amalgamation, De-merger)
3. If Registrar has reasonable cause to believe that the company is not carrying on any business or operations may cause a physical verification of the registered office of the company and if any default is found in complying with the requirements related to registered office, initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.

Statutory Fees

  1.  NIL if filed before 25th April 2019;
  2.  Rs. 10,000/- if filed after 25th April 2019