Demos 
Colors 
Docs 
Support 
The Registrar of Companies (ROC) operates under the Ministry of Corporate Affairs (MCA), which oversees the administration of companies and Limited Liability Partnerships (LLPs) in India. Currently, Registrars of Companies (ROCs) are functioning in all major states and Union Territories (UTs).
However, states such as Tamil Nadu and Maharashtra have multiple ROCs. Certain ROCs oversee two or more states or union territories; for instance, the Chennai ROC has authority over the state of Tamil Nadu and the union territory of Andaman and Nicobar Islands.
According to section 609 of the Companies Act, 1956, the ROCs are primarily responsible for the registration of both companies and LLPs throughout the states and union territories. Following the enactment of the Companies Act, 2013, the same powers previously granted under section 609 are now provided under section 396 of the Companies Act, 2013 to the ROCs.
The Registrar of Companies also verifies that LLPs (Limited Liability Partnerships) adhere to the legal stipulations outlined in the Limited Liability Partnership Act, 2008.
The Registrar of Companies keeps a registry of records related to companies that are registered with them and permits the general public to access this information upon payment of a specified fee.
The Central Government retains administrative oversight of the Registrar of Companies through the assistance of Regional Directors. Currently, there are seven Regional Directors who oversee the activities of ROCs in their respective regions.
Functions of ROC
- The ROC is responsible for the registration of a company, which is also known as the incorporation of the company, within the country.
- It finalizes the regulation and reporting processes for companies, their shareholders, and directors. Additionally, it manages government reporting on various issues, including the annual submission of multiple documents.
- The Registrar of Companies is crucial in promoting and supporting a thriving business culture.
- Every business in the nation must obtain approval from the ROC to be established. The ROC issues an incorporation certificate, which serves as definitive proof of a company’s existence. Once a company is incorporated, it cannot be dissolved unless its name is removed from the register of companies.
- Among its various functions, it is important to highlight that the Registrar of Companies may also request additional information from any company. With prior court approval, it has the authority to search the company’s premises and confiscate the accounting records.
- Crucially, the Registrar of Companies has the authority to submit a petition for the dissolution of a company.
Jurisdiction of ROC
The ROCs are situated in various states and union territories, and companies are required to submit their registration applications to the ROC that has jurisdiction over their primary business location. Following this, all companies must file their annual forms exclusively with the ROC that issued their company registration. You can access the information regarding all the ROCs here.
Company Registration by ROC
No company can establish itself independently. It necessitates a certificate of incorporation granted by the Registrar of Companies following the completion of various statutory requirements. As part of this statutory procedure, the promoters must provide several documents to the Registrar of Companies.
The documents required for submission to the ROC consist of the Memorandum of Association (MoA), Articles of Association (AoA), the pre-incorporation agreement for the appointment of directors/managing directors, and a declaration from an authorized individual affirming that the registration requirements have been met.
Once the documents are verified, the ROC records the company’s name in the register of companies and issues the certificate of incorporation. Along with the certificate of incorporation, the Registrar also provides a certificate of commencement of business. A public limited company must obtain this certificate before starting its business.
ROC Refusal for Company Registration
The ROC has the authority to deny the registration of a company for several reasons. The Memorandum of Association (MOA) submitted to the registrar includes five key clauses: the name clause, the objects clause, the registered office clause, the capital clause, and the liability clause.
It is the registrar’s responsibility to verify that no company with an inappropriate name is registered. Additionally, the registrar may refuse to register any company that has illegal objectives.
Role of ROC After the Registration of a Company
The relationship between the ROC and a company is ongoing. For example, a company may need to alter its name, objectives, or registered office. In each of these cases, the company must notify the ROC once the necessary formalities have been completed.
Filing Resolutions With ROC
According to the stipulations outlined in section 117 of the Companies Act, 2013, it is mandatory for every resolution to be submitted to the ROC within 30 days of its approval. The Registrar of Companies is responsible for documenting all such resolutions. Furthermore, the Companies Act, 2013, specifies penalties for failing to submit these resolutions to the registrar within the designated timeframe.
In other terms, a company must notify the Registrar of Companies about all its activities, which encompass appointing directors or managing directors, issuing prospectuses, appointing sole-selling agents, and resolutions related to voluntary winding up, among others.
Filing Forms With ROC
Companies are required to submit annual forms to the ROC in accordance with the Companies Act and its associated Rules.
Post-establishment compliance for the company entails submitting forms to the ROC by the designated deadlines. Failure to file these forms on time will result in substantial penalties.
The annual forms that must be submitted to the ROC encompass the reconciliation of share capital audit report, return of deposits, director KYC submissions for DIN holders, annual company accounts, annual company returns, and more.
ROC Filing Fees
The costs associated with submitting forms and different documents to the ROC vary according to the company’s authorized share capital. Below are the ROC fees for filing forms, such as AOC-4 and MGT-7:
| 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:
| Particulars | Fees |
|---|---|
| File Inspection | Rupees 100 |
| Charge Inspection | Rupees 100 |
| Certificate of Incorporation | Rupees 100 |
| Other certified copies | Rupees 25 per page |
Disclaimer: The materials included here are intended only for informational purposes. Accessing or using the site or the materials does not establish an attorney-client relationship. The information available on this site does not represent legal or professional advice and should not be depended upon for such purposes, nor should it be considered a replacement for legal counsel from an attorney licensed in your state.
