ALL ABOUT E- FORM AOC-5 & AMENDMENT W.E.F. 23-01-2023

AUTHOR :JYOTIAGARWAL0514@GMAIL.COM

All about E- Form AOC-5 (Section 128 under the Companies Act, 2013) including amendment to the E- Form w.e.f. 23-01-2023

176. Why this E- Form?

One of the key requirements for incorporating a company is to have a registered office as the company’s proof of address. It is common for startups to initially register their office at the residential premises of the promoter before moving to a rented premise. This allows the company to keep the same address even when changing the place of business activity, depending on the need and the cash outflow. However, the actual location of the business may be different from the registered office address, where all the business activities are executed.

176. Acts and Rules governing this:

1. Section 128 under the Companies Act, 2013:

The Section states:

1. 1. Every company shall prepare and keep at its registered office “books of account” and other relevant books and papers and financial statement for every financial year which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any, and explain the transactions effected both at the registered office and its branches and such books shall be kept on accrual basis and according to the double entry system of accounting:

Provided that all or any of the books of account aforesaid and other relevant papers may be kept at such other place in India as the Board of Directors may decide and where such a decision is taken, the company shall, within seven days thereof, file with the Registrar a notice in writing giving the full address of that other place:

Provided further that the company may keep such books of account or other relevant papers in electronic mode in such manner as may be prescribed.

1. 2. Rule – 2A, Companies (Accounts) Rules, 2014:

The Rule states:

For the purposes of the first proviso to sub-section (l) of section 128, the notice regarding address at which books of account may be kept shall be in Form AOC-5.

1. 3. Section 2(13) of Companies Act, 2013, “Books of Accounts” includes records maintained in respect of:

1. 1. 1. All sums of money received and expended by a company and matters in relation to which the receipts and expenditure take place;

1. 1. 2. All sales and purchases of goods and services by the company;

1. 1. 3. The assets and liabilities of the company; and

1. 1. 4. The items of cost as may be prescribed under section 148 in the case of a company which belongs to any class of companies specified under that section;

176. Steps for filling E Form AOC -5 with MCA

1. Convene a Board Meeting

The Board of Directors of the Company shall comply with the standards prescribed by ICSI in SS-1 for Board Meetings and shall discuss the matter of maintaining books of accounts of the Company at a place other than the registered office of the Company. Upon discussion, the Board of Directors shall pass a Board Resolution in favor of the same.

2. Filing of E-form AOC-5

The Company must file e-form AOC-5 to the Registrar of Companies within 7 days* of passing the Board Resolution, along with providing the full address of the place where the Company’s books of accounts will be maintained.

From 23-1-2023, the E-form AOC-5 has been replaced by a new E-form AOC-5, which can be found at the end of this article.

176. Company Information required for e-form AOC 5:

1. Corporate Identification Number (CIN)

2. Name of the Company and Registered office address

3. The Date of the Board Resolution where the decision concerning the premises at which the books of account are to be maintained was taken.

4. Address at which the books of account are to be maintained along with its Latitude and Longitude

5. Details pertaining to police station under whose jurisdiction the place of the address at which the books of account are to be maintained falls

>Attachments required for e form AOC 5:

1. Proof of address (Conveyance/Lease deed/ Rent Agreement etc. along with the rent receipts) along with standard NOC in case of Leased or rented property

2. Copies of the utility bills (not older than two months)

3. Photograph of office showing external building and second will be inside office also showing therein at least one director/ KMP who has affixed his/her digital signature to this form

4. Optional attachment(s), if any

176. Special Attention:

1. Form AOC-5 is on the Non-STP Mode, and therefore, it would be approved by the Registrar of Companies.

2. Form AOC-5 is required to be signed digitally by the Director/ Manager/ CEO/ CFO/ Company Secretary of the Company.

3. Form AOC-5 does not require the certification of any professional.

176. Applicable fees:

The fee charged by the Registrar of Companies for the Form is determined by the company’s authorised capital. The fee structure is as follows:

Nominal Share Capital                                                        Applicable Fee

Less than INR 1,00,000                                                         INR 200

INR 1,00,000 to INR 4,99,999                                              INR 300

INR 5,00,000 to INR 24,99,999                                            INR 400

INR 25,00,000 to INR 99,99,999                                          INR 500

INR 1,00,00,000 and more                                                     INR 600

176. Additional Fee

A late filing fee or penalty will be applicable if the Form AOC-5 is not filed within seven days of the passing of the Board Resolution. The amount of the penalty will depend on the length of the delay, as follows:

Period of Delay                                                                  Applicable Penalty

Up to 30 days                                                                      Twice the general fee of the form.

More than 30 days and up to 60 days                                 Four times the general fee of the form.

More than 60 days and up to 90 days                                 Six times the general fee of the form.

More than 90 days and up to 180 days                               Ten times the general fee of the form.

More than 180 days                                                            Twelve times the general fee of the form.