What is Form 22A?
Form 22A is for recording, verifying and validating addresses of all companies incorporated under the Companies Act, 2013. As per the Companies (Incorporation) Amendment Rules, 2019, which came into effect from February 25, 2019, the Ministry of Corporate Affairs (MCA) introduced form 22A for every company registered on or before December 31, 2017. Form 22A is known as ACTIVE (Active Company Tagging Identities and Verification), which is a KYC E-form that will include all particulars about the company that files the form, including its office location. The purpose behind the introduction of an e-form active INC 22A was to ensure proper verification of company details, thus preventing the e-filing of shell corporations or businesses.
Benefits of Filing an E-Form Active INC 22A
- Identifying shell corporations: Filing form 22A helps in identifying shell corporations or companies and thus helps in strengthening the governance of corporate bodies, as per the rules and regulations stipulated by the MCA.
- Records and verifies company addresses: Form 22A is known as ACTIVE (Active Company Tagging Identities and Verification), which is a KYC E-form that records, verifies and validates addresses of all companies incorporated under the Companies Act, 2013, along with photos and documents.
- Generates a transparent system: By being able to record and verify details of all companies, it helps in preparing an authentic registry of company names, thus generating a clean and transparent system to enable better governance.
Checklist for Consequences of not filing form 22 A
Marked as non-compliant:
- As per sub-section (9) of section 12 of the Companies (Incorporation) Amendment Rules, 2019, a company (incorporated under Companies Act, 2013) Additionally, the company and the concerned officer who is in default, shall be charged a penalty of Rs. 1000/- to be paid every day until the default continues, not exceeding one lakh rupees.
- The Company Registrar may do a physical verification of the business, if he or she believes that the company has not been performing its operations as prescribed in subsection (1), he/she may invoke the provisions of sub-section (8), (section 12 of the Companies (Incorporation) Amendment Rules, 2019), the company name can be removed from the company.
- If a company does not file e-form INC-22A on time, there is a late fee of Rs. 10,000/-.
- If the Registrar marks Companies as “ACTIVE non-compliant”, he/she will not accept the request for the following changes unless “e-Form ACTIVE” is filed –
- SH-07 (Change in Authorized Capital);
- PAS-03 (Change in Paid-up Capital);
- DIR-12 (Changes in Director except fpr cessation);
- INC-22 (Change in Registered Office);
- INC-28 (Amalgamation, de-merger)
- A company shall be marked as “ACTIVE Compliant” on payment of late fees of Rs. 10,000/- if an “e-Form ACTIVE” is filed on or after 26th April 2019.
- As issued on May 16, 2019; an organization that fails to file “e-Form ACTIVE” with required period as mandated by Rule 25A of the Companies (Incorporation) Rules, 2014, the directors of that company’s Director Identification Number (DIN) shall be marked as “Director of the ACTIVE non-compliant company”,
- Hence, it is the responsibility of the directors of those companies to file e-form ACTIVE so that the DIN of such directors shall be marked as “Director of the ACTIVE compliant company”.
Prerequisite procedure for filing form 22A MCA
When it comes to filing form 22A MCA, there are certain prerequisites in place;
- Form 22A download: To acquire from 22A, one can simply the MCA portal, select the tab ‘MCA services’, choose ‘Company Form Downloads’, under the ‘E-Filing’ section, and scroll down from the list of forms available to proceed with form 22A download.
- The minimum number of directors: First and foremost it is the minimum number of directors in the company that has to be taken into account when filing form 22A MCA. The minimum number is not different from the minimum requirement of public companies, and private limited companies. As with private limited companies, there will be a minimum of 2 directors and 3 for public companies, will be followed.
- The maximum number of directors: With a maximum of the limit of 15 directors, any company that has more than the maximum limit shall attach the SRN of MGT-14 along with the form 22A, which shows the board resolution that passed to appoint more directors than the maximum limit.
- Financial Statements: Additionally, the previous financial year’s SRN of AOC-4 form (filing of financial statements) and MGT-7 form (filing of annual return) has to be filed along with the form 22A
- Paid-up capital more than 10 Crores: As per Companies Act, 2013, a company with more than 10 crores as paid-up capital shall have Key Managerial Personnel.
- Paid-up capital more than 5 Crores: As per Companies Act, 2013, a company with more than 5 crores as paid-up capital shall have a Whole Time Company Secretary.
- Disqualified director: A company with a director who has been disqualified u/s 164(2) of Companies Act, 2013, then such Company cannot file form 22A
Documents required to file Form 22A
- Documents that validate the company name(Company Incorporation Certificate).
- The Company Identification Number (CIN) as stated in the Certificate of Incorporation issued to the company.
- On submission of the CIN, the registered office address with Pincode will be auto-filled in the form.
- The location of the registered office on Map defining latitude/longitude – These details can be obtained from maps
- Email and Mobile Number for receiving One Time Password Verification – Once the form is filled up, the ‘Send OTP’ button will be activated.
Frequently Asked Questions
As per the Companies (Incorporation) Amendment Rules, 2019, which came into effect from February 25, 2019, the Ministry of Corporate Affairs (MCA) introduced form 22A for every company registered on or before December 31, 2017. Form 22A is known as ACTIVE (Active Company Tagging Identities and Verification), which is a KYC E-form that will include all particulars about the company that files the form, including its office location. Form 22A is for recording, verifying and validating addresses of all companies incorporated under the Companies Act, 2013.
The composition dealers can avail the following benefits if they register for GST-
- Companies that have been incorporated after 1/1/2018
- Companies that have been struck off by the Registrar from the company registry;
- Companies that are under process of being striked off from the registry.
- Companies that are under liquidation;
- Companies that are amalgamated
- Companies that are dissolved.
Companies that fail to file pending annual returns under section 92 and financial statements under section 137 or both, shall be considered ineligible for filing e-Form-ACTIVE. The only exception is that the Registrar has noted in the registry that the company is undergoing a management dispute.
There are no statutory fees involved if filed within the due date. After that, there is an additional fee of Rs. 10,000/-
The company needs to log onto the MCA portal file form 22A along with payment of Rs. 10,000/- as a late fee. After payment, the company status will shift to “Active compliant”.
All the required information gets auto-filled in the form based on what information is available with ROC when the CIN is entered into the e-form. Other details, such as map location of the registered office need to be entered manually, i.e the latitude and longitude.
If the company is a One Person Company (OPC) Form 22A will be digitally signed by one director of the company. In case if it is any other company apart from an OPC, the digital signature of one director and one Key Management Personnel (KMP) is required, or signatures of two directors.
- If the DIN of the director is deactivated due to the non-filing of DIR-3KYC.
- If the Director is disqualified under Section 167.
- Annual filing for the financial year 2017-18 is not done
- The company has not appointed CS if paid-up capital is 5 cr. Or more
- If KMP not appointed as per the requirement of the company
- If auditor not appointed as per requirement
The company should file DIR 3 KYC to activate the DIN of the Director and then to complete the pending annual filing, file ADT-1 for auditors appointment.
Yes, the registered company’s name board should be in english and a regional language (based on the state it is located in), as per Section 12 of the Companies Act, 2013. Additionally, the board should include the company address as well.
When it comes to emails, there are no restrictions. Either the same email ID can be used for multiple companies
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