Who needs to file INC-22A?
Rule 25A of the Companies (Incorporation) Rules, 2014 created a one-time ACTIVE verification for companies incorporated on or before 31 December 2017. The extended deadline was 15 June 2019. Covered companies that missed it could be marked ACTIVE-non-compliant from 16 June 2019. Rule 25A(2) provides for recording the compliant status on late filing and payment of ₹10,000. Companies incorporated later are outside this one-time requirement, but still have the registered-office duties in section 12.
Check what the Registrar has recorded: struck-off companies and companies recorded as in the process of striking off, under liquidation, amalgamated or dissolved need not file ACTIVE. A pending insolvency resolution process does not necessarily amount to liquidation. If due financial statements under section 137 or annual returns under section 92 have not been filed, Rule 25A restricts filing ACTIVE unless the Registrar has recorded that the company is under management dispute.
Check the particulars before filing
| Item | What to verify |
|---|---|
| Board and DINs | Check the actual appointments, disqualifications and KYC status against MCA records and the form. Section 149 ordinarily requires at least two directors for a private company, three for a public company and one for an OPC. KYC deactivation and section 164 disqualification are different. |
| Auditor records | Reconcile the statutory auditor appointment and any applicable cost-auditor details to the relevant forms and records. Do not treat a separate secretarial-auditor filing as a universal ACTIVE requirement. |
| Key managerial personnel | Under section 203 and Rule 8, listed companies and other public companies with paid-up share capital of at least ₹10 crore require whole-time KMP in the prescribed roles. Rule 8A requires a whole-time company secretary for a private company at or above ₹10 crore paid-up share capital for financial years commencing on or after 1 April 2020. |
| Financial statements and annual returns | Review overdue filings, use the applicable AOC-4 and MGT-7/MGT-7A variants, and confirm that the Registrar's records reflect them or the recorded management-dispute exception applies. |
| Signatures and evidence | The notified form specifies one director for an OPC, or two directors or one director and one KMP otherwise, with certification by an eligible professional in practice. Follow the current service for the identity fields, attachments and email verification. |
Signboard, photographs and office records
Section 12(3)(a) requires the company's name and registered-office address on the outside of every office or place of business, conspicuously and legibly. If the characters used are not those of a language generally used locally, also use the characters of such a language. The Act does not always require English plus another language. Section 12(3)(c) separately prescribes what appears on business letters, billheads, letter paper and notices or other official publications: company name, registered address, CIN, telephone number and applicable fax, email and website details. Do not apply the letterhead list to the exterior sign or confuse it with any separate GST display requirement.
The notified ACTIVE attachment must show the exterior building and inside office, with at least one director or KMP who digitally signs the form visible in the evidence. Provide accurate latitude and longitude in the required form fields and use the actual registered premises. The notified form does not impose a particular camera app, a mandatory date/time watermark or a universal number of decimal places. Verify the company email as prompted.
Keep current right-to-use and address evidence, set up reliable receipt and acknowledgement of official communications, and maintain the records at the locations required by the applicable provisions. A register of directors and KMP is distinct from an MBP-1 disclosure of a director's interests.
What the ACTIVE marker restricts
| Filing | Effect of Rule 25A |
|---|---|
| SH-7 and PAS-3 | Restrictions cover the specified authorised-capital and paid-up-capital event filings. Resolve the marker before relying on a planned funding close. |
| INC-22 and INC-28 | The restriction covers the registered-office change and the specified amalgamation or demerger filings. It does not make every possible use of INC-28 identical. |
| DIR-12 | G.S.R. 793(E) excludes cessation of a director; appointment when disqualification under section 164 leaves the board below the section 149 minimum; appointment in the case of deactivated director DINs specified in the proviso; and appointments implementing qualifying court or tribunal orders. Establish the legal appointment and use the applicable exception if the facts fit. |
| Annual filings, auditor records and personal KYC | These are separate compliance items. The list of blocked events does not establish that every other form is automatically accepted or that a KMP appointment cures every problem. |
Rule 25B physical verification
Under section 12(9), if the Registrar has reasonable cause to believe the company is not complying with section 12(1), physical verification may follow. Rule 25B provides for a visit in the presence of two independent local witnesses and police assistance if required. The Registrar checks filed address documents against supporting copies obtained at the premises, photographs the registered office and prepares a verification report.
If the office cannot receive and acknowledge communications and notices, the Registrar gives notice to the company and all directors, seeking representations and relevant documents within 30 days of the notice before further action under section 248. The report, notice and statutory removal procedure are distinct steps. A returned letter does not by itself dissolve the company.
Six practical examples
1. A 2016 company preparing a ₹20 crore financing
Zenon Biotech discovers its ACTIVE default in October 2025 and one director's DIN is deactivated for KYC. If the historical overdue repeat KYC route applies, one reactivation costs ₹5,000. The company checks the auditor, directors and annual filings, obtains genuine office photos and submits ACTIVE at ₹10,000. The two government filing fees total ₹15,000 on these facts. Confirm that both status changes appear and the capital filings are available before setting the closing date; there is no guaranteed 15-minute or 48-hour turnaround.
2. A private company with ₹12 crore paid-up capital
Apex Infra has paid-up share capital of ₹12 crore (₹12,00,00,000), above the ₹10 crore Rule 8A threshold. Confirm appointment of a whole-time company secretary and record it through the appropriate DIR-12 process. Resolve a portal record mismatch through MCA support; the statutory appointment requirement does not depend on an error message.
3. A Bengaluru co-working address
CloudFin uses a shared office. Check the documented right to use the address, the actual arrangement for receipt and acknowledgement of mail, the conspicuous statutory display and access to supporting evidence. There is no universal dedicated-cabin requirement in Rule 25B. If the Registrar finds the office cannot receive communications, respond to the notice with accurate documents and facts within 30 days.
4. One of two directors is disqualified
Mr Y is a director at Sterling and another company whose filing defaults trigger section 164(2). Determine the effect of section 167(1)(a), including its proviso for offices in companies other than the defaulting company. If Sterling is below the statutory minimum, assess the DIR-12 exception under Rule 25A and make the replacement appointment through the lawful mechanism. Section 167(3) is for a company where all directors vacate office, not a company merely below its minimum; it is not an automatic requirement for a replacement here. If the service rejects a valid exception, raise it with the Registrar or MCA rather than assuming a back-office appointment is guaranteed.
5. The office was vacated before the company could file ACTIVE
OmniMedia vacated the old office in 2020 and now has a new lease. It should not submit photos of the new office as evidence for the old address. Establish the lawful change, gather truthful supporting evidence, identify the section 12 default, and ask the Registrar or MCA how to resolve the blocked INC-22 on those facts. A section 12(8) adjudication is separate from filing and does not itself give permission to bypass the restriction.
6. A deficient office sign for 120 days
TechVista's Chennai sign uses a brand logo and omits the company's legal name and registered address. The local-character rule also has to be checked. A missing CIN on the sign is not itself a breach of section 12(3)(a). If a proven 120-day default is assessed under section 12(8), ₹1,000 per day gives ₹1,20,000 before the ₹1,00,000 cap per liable party. Assuming one officer in default and no reduced-penalty rule, the company and that officer could each face ₹1,00,000, or ₹2,00,000 total. Check section 446B and officer liability before applying the example to an actual adjudication.
Common questions
- Annual filing? ACTIVE is a one-time legacy filing. A later office change has its own reporting requirements. Director KYC is separate and moved to the revised three-year cycle from 31 March 2026.
- What fee applies? The ordinary Rule 25A(2) fee is ₹10,000. Do not assume a waiver based on turnover, startup or small-company status; verify any expressly applicable relief.
- What does an OPC photograph show? Use genuine exterior and interior evidence, including the director who signs the form, in accordance with the form requirements.
- How precise should the location be? Verify that coordinates identify the actual premises and follow the portal field format. A map pin is a practical check and does not substitute for evidence of occupancy.
- Can a director resign? Cessation is a DIR-12 exception. The company and resigning director should check their separate notice and filing obligations, including the director's optional DIR-11 route where applicable.
Sources
- G.S.R. 144(E): Rule 25A and notified Form INC-22A
- Consolidated Incorporation Rules text including the G.S.R. 330(E) deadline extension
- Gazette text of G.S.R. 793(E): DIR-12 exceptions
- Gazette text of G.S.R. 643(E): Rule 25B physical verification
- Companies Act, 2013: sections 12, 149, 164, 167, 203 and 248
- G.S.R. 13(E): whole-time company secretary threshold
- G.S.R. 943(E): amended director KYC from 31 March 2026
- G.S.R. 300(E): director KYC fees