In another attempt to identify shell companies, the Ministry of Corporate Affairs, vide issue of notification dated February 21, 2019, has notified Companies (Incorporation) Amendment Rules, 2019 (“new rules”). The new rules are effective from February 25, 2019. The amendment seeks to introduce rule 25A which requires companies to file particulars of the company and its registered office in prescribed form.
Applicability – Every company incorporated on or before 31st December 2017 to file e-form ACTIVE (Active Company Tagging Identities and Verification)
Due date for filing e-form – April 25, 2019
Exceptions to the rule-
- Companies which have not filed financial statements or annual returns or both with Registrar shall be restricted from filing e-Form-ACTIVE (INC-22A) unless such company is under management dispute and the same is recorded by the Registrar.
- Companies which have been struck off/ under process of striking off/ under liquidation / amalgamated/ dissolved shall not file e Form ACTIVE. Further, in case a company does not intimate said particulars, it shall be marked as “ACTIVE non-compliant” after the due date and will be liable for action under section 12(9) of the Act which includes removal of name of the company from the register of companies.
- No request for recording following information/ changes shall be accepted from companies marked as “ACTIVE non-compliant” 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 cessation);
- INC-22 (Change in Registered Office);
- INC-28 (Amalgamation, de-merger)
Penalty for filing after due date – Such company shall be marked as “ACTIVE Compliant” on payment of fee of INR 10,000.
Mandatory attachment in e-form – Photograph of Registered Office showing external building and inside office showing therein atleast one director/ key management personnel who has affixed his/her DSC to this form.
Copy of the notification is attached for reference.