The Registrar of Companies ( ROC ) is an office under the Ministry of Corporate Affairs (MCA), which is the body that deals with the administration of companies and Limited Liability Partnerships (LLPs) in India. At present, Registrar of Companies (ROCs) are operating in all the major states/UT’s.
However, states like Tamil Nadu and Maharashtra, have more than one ROC. Some ROCs have jurisdiction of two or more states/UT like Chennai ROC has jurisdiction of Tamil Nadu state and UT of Andaman and Nicobar Islands.
As per section 609 of the Companies Act, 1956, the ROCs are tasked with the principal duty of registering both the companies and LLPs across the states and the union territories. Currently, after the introduction of Companies Act, 2013, the same powers conferred under section 609 is provided under section 396 of the Companies Act, 2013 to the ROCs.
The Registrar of Companies also certifies that LLPs (Limited Liability Partnerships) comply with the legal requirements contained in the Limited Liability Partnership Act, 2008.
Registrar of Companies maintains a registry of records concerning companies which are registered with them and allows the general public to access this information on payment of a stipulated fee. The Central Government preserves administrative control over the Registrar of Companies with the help of Regional Directors. As of today, there are seven Regional Directors, supervising the operations of ROCs within their relevant regions.
The ROCs are located in different states/UTs and the companies must file registration applications with the ROCs under whose jurisdiction their principal place of business is located. All companies must subsequently file annual forms only with the ROC from where they have obtained company registration. You can find the details of all the ROCs here.
No company can come into existence by itself. It requires a certificate of incorporation issued by the Registrar of Companies after the finalization of several statutory requirements. As part of the statutory process, the promoters need to submit several documents to the Registrar of Companies.
The documents to be submitted to the ROC include Memorandum of Association (MoA), Articles of Association (AoA), the pre-incorporation agreement for appointing directors/ managing directors and the declaration by an authorized person confirming that requirements relating to registration have been adhered to.
After authenticating the documents, the ROC inputs the company’s name in the register of companies and releases the certificate of incorporation. The Registrar together with the certificate of incorporation also issues a certificate of commencement of business. A public limited company is required to get this certificate prior to commencing business.
ROC can refuse to register a company on various grounds. The Memorandum of Association (MOA) which is filled with the registrar comprises five clauses viz. name clause; objects clause; registered office clause; capital clause and liability clause.
The registrar needs to ensure that no registration is allowed for companies having an objectionable name. The registrar could also decline to register any company which has unlawful objectives.
There is no end to the association of the ROC and a company. For instance, a company might require changing its name, objectives or registered office. In every such instance, a company would have to intimate the ROC after completion of the formalities.
As per the provisions contained in section 117 of the Companies Act, 2013, every resolution is required to be filed with the ROC within 30 days of being passed. The Registrar of Companies needs to record all such resolutions. The Companies Act, 2013, has also laid down the penalty in case of failure to file the resolutions with the registrar within the stipulated time.
In other words, a company is required to intimate the Registrar of Companies concerning all of its activities which includes appointing directors or managing directors, issuing prospectus, appointing sole-selling agents, or the resolution regarding voluntary winding up, etc.
The companies must file annual forms with the ROC as specified under the Companies Act and Rules. The compliance of the company after its establishment includes filing forms with the ROC within the specified due dates. They will have to pay a huge penalty when they do not file forms within the due dates.
The annual forms to be filed with the ROC include filing the reconciliation of share capital audit report, return of deposits, submission of director KYC for DIN holders, annual company accounts, annual company returns, etc.
The fees to file forms and various documents with the ROC differs based on the authorised share capital of the company. The ROC fees for filing forms, including AOC-4 and MGT-7, are stated below:
|Nominal Share Capital||Fee applicable|
|Less than 1,00,000||Rupees 200 per document|
|1,00,000 to 4,99,999||Rupees 300 per document|
|5,00,000 to 24,99,999||Rupees 400 per document|
|25,00,000 to 99,99,999||Rupees 500 per document|
|1,00,00,000 or more||Rupees 600 per document|
The ROC fees for ROC services are as follows:
|File Inspection||Rupees 100|
|Charge Inspection||Rupees 100|
|Certificate of Incorporation||Rupees 100|
|Other certified copies||Rupees 25 per page|
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