21
Feb2019

IS YOUR COMPANY REALLY ACTIVE?

The Ministry of Corporate Affairs, on 21st day of February 2019 has notified Companies (Incorporation) Amendment Rules 2019, to insert Rule 25A (Active Companies Tagging Identities and Verification) in the existing Companies (Incorporation) Rules, 2014 which requires every company incorporated on or before 31st day of December 2017 to file particulars of the Company and its registered office in prescribed e-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 25th day of April, 2019.

Non-Applicability of the Rule:

  1. Companies shall not have defaulted in the filing of financial statements as mandated under the provisions of Section 137 of the Companies  Act, 2013 (except companies which are under management dispute)
  2. Companies shall not have defaulted in the filing of annual return as mandated under the provisions of Section 92 of the Companies  Act, 2013 (except companies which are under management dispute);
  3. DIN of all directors shall not be deactivated due to on-filing of Form DIR-3 KYC; and
  4. DIN of all directors shall not be deactivated due to non-compliance of provisions of section 164 (2) of the Companies Act, 2013.

Mandatory attachments

  1. Photograph of the registered office showing external building, inside office; and
  2. One KMP/director whose DSC would be affixed on the said form

Companies Exempted from Compliance

  1. Companies under liquidation;
  2. Companies which have been struck off or are in process of being struck off;
  3. Companies which have been amalgamated; and
  4. Companies which have been dissolved.

Consequences for Non-Compliance

The Company which fails to comply with the aforesaid requirement would face the following consequences:

  1. If the Registrar has reasonable cause to believe that the company is not carrying on any business or operations, he may cause a physical verification of the registered office of the company in such manner as may be prescribed and if any default is found to be made in complying with the requirements of sub-section (1), he may without prejudice to the provisions of sub-section (8), initiate action for the removal of the name of the company from the register of companies under Chapter XVIII.
  2. Where a company files “E-Form ACTIVE”, on or after 26th April’ 2O19, the company shall be marked as “ACTIVE Compliant”, on payment of fee of ten thousand rupees”.
  3. Filing of following e-forms shall not be accepted:
  4. Form SH-7 (Change in Authorized Capital)
  5. Form PAS-3(Change in Paid-up Capital);
  6. Form DIR-12 (Changes in Director except cessation);
  7. Form INC-22 (Change in Registered Office);
  8. Form INC-28 (for Amalgamation, de-merger)

The notification is effective from the 25th day of February 2019.

Our Corporate Professional Team is ever willing to provide assistance on any issue concerning GST, Insolvency and Bankruptcy Law, Business Model Advisory in India and Abroad, Customs Law, Corporate & Commercial Advisory, IPRs. Secretarial Compliance, Agreement Drafting & Negotiations etc. you may write us on connect@legallands.com, contact@legale-services.com

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