ICSI Requests Clear Guidelines for Form Filings During

The Institute of Company Secretaries of India (ICSI) has recently brought attention to a significant compliance challenge faced by companies undergoing liquidation under the Insolvency and Bankruptcy Code (IBC), 2016. This issue centers on the ambiguity regarding the authority to file statutory forms with the Registrar of Companies during the liquidation process.

Understanding Liquidation and Compliance Obligations

When a company enters liquidation, Section 33 of the IBC stipulates that the powers of the board of directors and key managerial personnel cease and transfer to the appointed liquidator. Section 35 further empowers the liquidator to manage all necessary functions to ensure proper conduct of the liquidation. Additionally, the IBBI (Liquidation Process) Regulations, 2016, impose a duty on the liquidator to preserve and protect the company’s assets and records.

Despite these provisions, companies remain subject to ongoing statutory compliance requirements under the Companies Act, 2013. This dual framework creates practical challenges, especially when certain filings are necessary to maintain accurate and up-to-date corporate records during liquidation.

Challenges in Filing Statutory Forms

ICSI has highlighted several scenarios where filing statutory forms becomes essential even after liquidation has commenced:

• Change of Registered Office: Lease terminations, administrative needs, or cost considerations may necessitate updating the registered office address.
• Changes in Personnel: Resignation, disqualification, or death of directors or key managerial personnel require timely filings to reflect these changes.
• Other Statutory Filings: Various filings are needed to ensure compliance and maintain proper records as mandated by law.

However, due to the cessation of powers of the company’s board and management, and the lack of explicit authority granted to liquidators for filing these forms, companies face compliance gaps and risk having outdated records.

ICSI’s Request for Regulatory Clarity

To address these challenges, ICSI has formally requested the Ministry of Corporate Affairs to introduce clear regulatory or system-level provisions that explicitly authorize liquidators to file necessary e-forms during the liquidation process. This would include forms such as Form INC-22 (for change of registered office) and other relevant statutory filings.

Such clarity would help ensure continuous compliance with the Companies Act, facilitate effective communication with stakeholders, and support the smooth progression of liquidation proceedings in line with the objectives of the IBC.

Looking Ahead

By resolving this ambiguity, liquidators would be better equipped to manage statutory obligations, maintain accurate corporate records, and uphold regulatory standards throughout the liquidation process. ICSI has expressed its willingness to provide further information or clarification to support this initiative.