Form INC-22A — Active Company Tagging

Your company shows 'Active - Non-Compliant' on the MCA portal, and every meaningful corporate action — share allotment, capital change, director appointment, even a registered office shift — bounces back at the Registrar. The culprit is almost always a missing or rejected Form INC-22A. This form was introduced in 2019 under Rule 25A of the Companies (Incorporation) Rules, 2014, and it is the single piece of compliance that proves your registered office actually exists, has a signboard, and has a director who can be photographed inside it.

Filing INC-22A is technical but not difficult — what trips most companies is the geo-tagged photograph specification, the dependency on already-filed AOC-4 and MGT-7, and the freeze on SRN intake once the 'Active - Non-Compliant' label kicks in. This page explains how the form works in FY 2026-27, what the MCA V3 portal expects, and how we file it cleanly the first time without a second visit to the Registrar.

At a Glance

• Who must file: Every company incorporated on or before 31 December 2017 that has not yet completed the ACTIVE verification.
• Governing law: Rule 25A of the Companies (Incorporation) Rules, 2014, inserted by the 2019 Amendment Rules.
• Late fee: Rs 10,000 flat for filings made after the original window — no escalation, no per-day multiplier.
• Portal: MCA V3 web-based form under e-Filing then Company Forms; the offline utility is discontinued.
• Turnaround: Same-day filing once documents are ready; ROC approval in 3-7 working days.
• Key dependency: Latest AOC-4 (financial statement) and MGT-7 (annual return) must already be on record.
• Skip cost: Master Data flips to 'Active - Non-Compliant'; SH-7, PAS-3, DIR-12, INC-22, INC-28 all frozen at SRN stage.

What's New for FY 2026-27

The form itself has not changed dramatically, but the surrounding portal and data validation have tightened materially over the last two filing seasons.

• MCA V3 stable: INC-22A is filed entirely through the web-based form on V3; the old offline PDF utility is no longer accepted.
• Auto-pull of SRNs: Director DIN matrix and the latest DIR-12 and ADT-1 SRNs are pre-fetched from V3 records, so mismatches surface before submission rather than after.
• DSC validation tighter: At least one director DSC plus a practising CA, CS, or CMA DSC; both must be migrated to V3 and active on the portal.
• DPDP Act overlay: The director photograph and registered office image are personal data under the Digital Personal Data Protection Act, 2023 — retention and consent practices now apply to professional advisors.
• Master Data auto-flag: Where AOC-4 or MGT-7 is overdue, the portal blocks INC-22A intake before payment, so gaps must be closed up front.
• INC-22 alignment: Where the registered office has shifted, INC-22 must reflect the new address before INC-22A can pass validation.

Who Actually Needs to File INC-22A

INC-22A applies in two situations: original one-time verification still pending, and restoration of 'Active' status after a non-compliance flag.

• Old companies that missed the window: Any private or public limited company incorporated on or before 31 December 2017 that never filed the original ACTIVE form.
• Companies showing 'Active - Non-Compliant': Master Data flagged; SH-7, PAS-3, and DIR-12 returns are bouncing back at the SRN stage.
• Companies planning share allotment or capital change: Funding round, ESOP allotment, or authorised capital expansion all require a clean Active status first.
• Companies preparing for diligence: Investors and acquirers run an MCA Master Data check on day one; a non-compliant tag delays term sheet to closing.
• Companies that just regularised annual filings: AOC-4 and MGT-7 cleared, but INC-22A still pending — without it the company stays frozen.
• Practising professionals running cleanup mandates: CAs and CSs handling MCA hygiene for new clients use INC-22A as the final unlock step.

How It Actually Works

Six concrete steps, in order. The form itself takes one sitting; the prerequisites usually take longer than the filing.

Step 1: MCA Master Data Audit

We pull your Master Data and read three signals at once: current status, the SRNs of your last AOC-4 and MGT-7, and the SRNs of your last DIR-12 and ADT-1. If any of these is stale or missing, the INC-22A submission will fail validation. This audit takes a few hours and tells us exactly what has to close before the form can move.

Step 2: Photograph Brief and Coordination

We send a one-page brief covering signboard wording, geo-tag capture, daylight requirement, and the director-presence rule. You either capture the photos yourself using a geo-tagging camera app or we coordinate a local visit through a partner. The external photo must show your signboard with company name and CIN clearly readable; the internal photo must have at least one director visibly present at the registered office.

Step 3: Pre-Filing Gap Closure

If AOC-4 or MGT-7 is in default, those are filed first with applicable late fees. Without clean Annual Return and Financial Statement SRNs, INC-22A will not pass validation. ADT-1 reappointment, if pending, and DIR-3 KYC for any director with deactivated DIN are also closed in this step. Most engagements surface at least one such gap during the audit.

Step 4: Form Population

We populate the INC-22A web form with CIN, director DIN matrix, KMP details, statutory auditor name and firm registration number, cost auditor where applicable, and the latest financial statement SRN. The form auto-validates each field against live MCA records, so any mismatch shows up here, not after submission to the Registrar.

Step 5: Certification and DSC Application

A practising CA, CS, or CMA applies their DSC along with one director DSC. Both must be active and registered with MCA V3; legacy V2 DSCs that have not been migrated will fail. The declaration on the form is digitally signed, the SRN generates on submission, and the form moves to the Registrar's queue.

Step 6: Filing, Payment, and Status Tracking

The form is uploaded, the Rs 10,000 late fee is paid where applicable, and the SRN is preserved with the timestamped acknowledgement. ROC approval typically arrives within 3-7 working days. We re-check Master Data the day approval lands and send you a screenshot confirming the status has flipped back to 'Active'.

A Real Example: Rs 50 Lakh Allotment Blocked Until INC-22A Cleared

Consider a private limited company incorporated in March 2016 that has been operating from the same address but never filed the original INC-22A. The promoter wants to issue Rs 50 lakh of additional equity to a new investor in July 2026. He approaches his CA who tries to file SH-7 to increase authorised capital — the form is rejected with the message 'company status: Active - Non-Compliant'.

• Day 1 — Master Data check: Status flagged as non-compliant; last AOC-4 and MGT-7 both filed for FY 2024-25 and clean; DIN of both directors active.
• Day 2-3 — Photo coordination: External shot of the office at Andheri East with signboard showing company name and CIN; internal shot with one director present.
• Day 4 — INC-22A filed: Rs 10,000 late fee paid; SRN generated; professional certification by a practising CS.
• Day 8 — ROC approval: Master Data refreshed; status shown as 'Active'.
• Day 11 — SH-7 filed: Authorised capital increase approved without query.
• Day 14 — PAS-3 filed: Rs 50 lakh allotment recorded; new investor on record.

Total spend: Rs 10,000 INC-22A late fee plus professional fees plus standard SH-7 and PAS-3 stamp duty and government charges. Total elapsed time: 14 working days from first email to PAS-3 approval. Had INC-22A been ignored, the entire allotment would have remained blocked at the SRN stage indefinitely.

What Backs Up Every INC-22A Approval

INC-22A is not a standalone form — it sits on top of a stack of earlier filings. If any one of them is broken, the form will not pass validation, regardless of how clean your photographs are.

• AOC-4 SRN: The latest financial statement filing must be on record with the Registrar.
• MGT-7 SRN: The latest annual return must be on record and reconciled to the financials.
• DIR-12 SRN: Director particulars on the form must match current Master Data — any director appointment or cessation should be filed first.
• ADT-1 SRN: Statutory auditor must be validly appointed; expired or unrenewed ADT-1 will block the auditor field.
• Cost auditor (where applicable): CRA-2 filing for cost auditor appointment must be available where the company falls under cost audit rules.
• Registered office address: The address on INC-22A must match the address shown in the latest INC-22 or SPICe+ filings.

If any one of these prior SRNs is stale, the INC-22A submission will silently fail at the validation layer. The audit step exists precisely to surface these before you pay the Rs 10,000 late fee.

Where INC-22A Filings Go Wrong

Most rejections cluster around seven predictable failures. We pre-empt each one during the audit phase.

• Geo-tag missing: Photograph taken with a standard camera app — no embedded GPS metadata; the form may upload but ROC raises a query.
• Signboard without CIN: Only company name visible on the board; ROC expects both company name and CIN clearly readable.
• AOC-4 or MGT-7 gap: Annual filings overdue; the V3 portal blocks INC-22A intake before payment, so the gap must close first.
• DIN deactivated: One director has missed DIR-3 KYC; DIN validation fails and the entire form stalls until KYC is restored.
• Stale ADT-1: Statutory auditor appointment expired or never refiled after the five-year term; the auditor field cannot validate.
• Legacy DSC: Director DSC still registered against MCA21 V2 and not migrated to V3; certification fails at the last step.
• Registered office mismatch: The address used on INC-22A differs from the latest INC-22 record; INC-22 must be refiled before INC-22A goes through.

What You Receive at the End

• INC-22A SRN with the filed timestamp and acknowledgement copy
• ROC approval acknowledgement in PDF
• Updated MCA Master Data screenshot showing 'Active' status
• Geo-tagged photographs preserved with original metadata
• Pre-filing gap report covering AOC-4, MGT-7, DIR-12, and ADT-1 status
• Late fee payment receipt where applicable
• Compliance tracker with next AOC-4, MGT-7, ADT-1, and DIR-3 KYC dates
• Soft copy of the filed form in PDF for your corporate records

How to Get Started

Send your CIN and the email IDs of your directors and statutory auditor. We pull your Master Data within a few hours and revert with a status report — current 'Active' tag, the SRNs of your last AOC-4 and MGT-7, the DIN status of every director, and any gaps that have to close before INC-22A can be filed. No fee is charged for this initial audit.

Once you confirm scope, we share the photograph brief and coordinate either a local visit or your in-office capture. Filing happens the same day documents land. ROC approval typically follows within 3-7 working days, and we send you the updated Master Data screenshot the moment the status flips back to 'Active'. The compliance tracker that goes with the engagement keeps your next AOC-4, MGT-7, and DIR-3 KYC dates visible so the same gap does not reopen next year.