The Companies (Incorporation) Amendment Rules, 2025.
They shall come into force on the 14th day of July, 2025.
Introduction
On June 27, 2025, the Ministry of Corporate Affairs (MCA) in India introduced the Companies (Incorporation) Amendment Rules, 2025, marking a significant update to the Companies (Incorporation) Rules, 2014. Effective from July 14, 2025, these amendments refine Form INC-22A (ACTIVE – Active Company Tagging Identities and Verification), aiming to enhance transparency, ensure compliance, and strengthen corporate governance. This blog explores the key changes, their implications, and what businesses need to do to stay compliant.
What is Form INC-22A?
Form INC-22A, introduced in 2019, is a mandatory filing under Rule 25A of the Companies (Incorporation) Rules, 2014. It requires companies to verify their operational status by providing details about their registered office, directors, key managerial personnel (KMP), and auditors. The 2025 amendment updates this form to make the verification process more robust and aligned with modern compliance needs.
Key Changes in the 2025 Amendment
The amendment replaces the existing Form INC-22A with a revised version that includes several mandatory fields and enhanced requirements:
1. Company Information
- Corporate Identity Number (CIN): A unique identifier for the company.
- Registered Office Details: Companies must submit the address of their registered office, including:
- A photograph of the external building and internal office, featuring at least one director or KMP who has digitally signed the form.
- Geographical coordinates (longitude and latitude) of the office.
- Company Email ID: A verified email address with OTP (One-Time Password) authentication.
- Listed Status: Companies must indicate whether they are listed on a stock exchange.
2. Director Details
- Companies must provide:
- The number of directors and their details, including Director Identification Number (DIN), name, and DIN status.
- Confirmation that all DINs are in “approved” status and not deactivated (due to non-filing of DIR-3 KYC) or disqualified under Section 164(2) of the Companies Act, 2013.
- If the number of directors exceeds the statutory limit, details of the resolution and Form MGT-14 filing (with Service Request Number – SRN) are required.
3. Auditor Information
- Statutory Auditors: Details include the number of auditors, their category (individual or firm), PAN, name, membership/registration number, and appointment period.
- Cost Auditors (if applicable): Companies required to appoint cost auditors must provide details such as category (individual, partnership firm, or LLP), membership number, firm registration number, and the financial year covered.
4. Key Managerial Personnel (KMP)
- Details of the Managing Director, CEO, Manager, or Whole-time Director (DIN/PAN, name, designation).
- Details of the Company Secretary and Chief Financial Officer (CFO), if applicable, including PAN and membership number (for the Company Secretary).
5. Compliance Details
- Companies must provide SRNs for Form AOC-4/AOC-4 XBRL (financial statements) and Form MGT-7 (annual return) filed for FY 2017-18, ensuring proof of compliance with mandatory filings.
6. Attachments
- A mandatory photograph of the registered office (external and internal) showing a director/KMP who has digitally signed the form.
- Optional attachments for additional information.
7. Digital Signatures and Professional Certification
- The form requires digital signatures from:
- One director for One Person Companies (OPCs).
- One director and one KMP or two directors for other companies.
- A practicing professional (Chartered Accountant, Cost Accountant, or Company Secretary) must certify the form, verifying the company’s identity, address, and compliance based on original documents. The professional is liable for any incorrect certifications under Section 448 of the Companies Act, 2013.
Legal Implications
The amendment emphasizes compliance with several sections of the Companies Act, 2013:
- Sections 7(5) and 7(6): Penalties for furnishing false information during incorporation.
- Section 447: Punishment for fraud, including fines and imprisonment.
- Sections 448 and 449: Penalties for false statements and evidence, respectively.
Non-compliance, such as failure to file Form INC-22A or submitting incorrect details, may lead to:
- Fines up to ₹50,000 for the company and ₹1,000 per day for officers in default (up to ₹1 lakh).
- Potential removal of the company’s name from the MCA register.
Why These Changes Matter
The updated Form INC-22A is part of the MCA’s ongoing efforts to:
- Curb Shell Companies: By requiring photographic evidence and geographical coordinates, the amendment ensures companies maintain a verifiable physical presence.
- Enhance Transparency: Detailed reporting of directors, KMP, and auditors promotes accountability.
- Streamline Compliance: OTP-based email verification and digital signatures simplify the process while ensuring authenticity.
- Support Digitalization: The inclusion of coordinates and electronic filings aligns with India’s push for a digital economy.
What Companies Need to Do
To comply with the amendment, companies should:
- Verify Director Details: Ensure all directors have active DINs and have filed DIR-3 KYC.
- Update Registered Office Information: Prepare a photograph of the registered office and confirm its coordinates.
- Review Compliance Records: Retrieve SRNs for AOC-4/AOC-4 XBRL and MGT-7 filings for FY 2017-18.
- Engage a Professional: Hire a practicing CA, CS, or Cost Accountant to certify the form.
- File Before the Deadline: Submit Form INC-22A by the due date to avoid penalties.
Conclusion
The Companies (Incorporation) Amendment Rules, 2025, effective from July 14, 2025, strengthen the compliance framework for companies in India. By updating Form INC-22A, the MCA ensures that businesses maintain accurate and verifiable records, fostering trust and accountability in the corporate ecosystem. Companies should act promptly to meet these requirements, engaging professionals as needed to ensure compliance. For more details, visit the MCA website or consult a legal expert.
Also Read: MCA Update on New Company Forms (Effective 14th July 2025)
