ROC: All about Registrar of Companies functions, registration process and applicable fees

[ecis2016.org] The ROC or Registrar of Companies, under the Ministry of Corporate Affairs, is vested with the primary duty of registering companies and LLPs

What is ROC?

ROC full form is Registrar of Companies. It is an office established under the Ministry of Corporate Affairs. The ROC, under Section 609 of the Companies Act, vested with the primary duty of registering companies and LLPs (limited liability partnerships). The office of the ROC maintains a registry of records relating to the companies registered with it. These records are available for inspection by the public, on payment of the prescribed fee. After the introduction of the Companies Act, 2013, some of the powers under Section 609 are now conferred to the ROCs under Section 396 of the Companies Act, 2013.

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22 ROCs operate all throughout the country. Some states, such as Maharashtra and Tamil Nadu, have multiple ROCs operational. The administration of the Registrar of Companies falls under the purview of the central government, aided by the support of regional directors. There are seven regional directors for the ROCs in their respective regions.

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Functions of ROC

1. The ROC supervises companies’ registration procedure, also called the company incorporation procedure.
2. It is responsible for the regulation and reporting of various compliances and documents of the company. The ROC issues information about shareholders and directors of the registered company to the concerned government officials and governing bodies.
3. The ROC plays a pivotal role in promoting adequate, ethical and promotional business culture among the various registered member companies.
4. ROC approval is mandatory, for a company to come into existence. The Registrar of Companies issues an incorporation certificate to the companies upon successful registration with the authority. After the company has been incorporated and registered with the ROC, it can only cease to exist when its name is officially struck off from the ROC’s registrar.
5. The ROC can seek supplementary information from the companies like books of accounts, etc. It wields the authority to search the premises and the offices of companies, on suspicion of unlawful activities.
6. The Registrar of Companies can also file a petition for the closure of a company.

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Where are ROC offices situated? 

The ROC’s offices are located in different states and union territories. Companies must file registered applications with the ROC under whose jurisdiction their principal place of business is. All companies must file forms with the ROC from where they have obtained company registration.

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Company registration under ROC 

Any company wishing to operate within the legal bounds of India has to get itself registered under the ROC. A company is legally registered when it has received the certificate of incorporation from the ROC.

To register under the ROC, a company submits a wide range of documents, including the Memorandum of Association (MoA) and the Articles of Association (AoA,) as per the compliance requirements of particular business structures. The company has to file the pre-incorporation agreement for directors and managing director’s appointments, along with a document signed by an authorised individual declaring that all the compliances and requirements for the incorporation are met by the proposed company.

After the authentication of the documents, the registrar of the companies files the company’s name in their register and releases the certification of incorporation to the concerned company and a commencement of business certificate.

ROC role after company registration

The role of the ROC continues even after the incorporation of the company. For example, if a company wanted to change its name, objectives, or registered office, they would have to take the approval of the ROC before commencing any alteration in the company’s MOA, AOA, or LLP agreement.

Forms that companies need to file with the ROC

• Balance sheet: Form AOC-4
• Profit and Loss Account: Form AOC-4
• Annual returns: MGT 7
• Cost Audit report: Form CRA 4

The companies must file annual forms with the ROC as specified under the Companies Act and Rules.

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ROC fees for filing forms

The fees for filing forms / documents with the ROC differs, based on the authorised share capital of the company.

ROC fees for services

Can ROC refuse a company’s registration?

The ROC can refuse to register a company, if the registrar finds an objectionable clause in the Memorandum of Association of the company. The ROC can refuse registration based on the name, object, registered office, capital and liability clauses. The registrar has been instructed not to incorporate any company with an objectionable name. If the company’s objective seems unlawful, the registrar is obligated to refuse the registration of that particular company.

Resolution filing with ROC

Section 117 of the Company Act 2013 dictates that every resolution passed by the companies has to be filed with the ROC, within 30 days. The Registrar of Companies is bound to record all resolutions passed by companies. The Companies Act of 2013 has specific penalties and fines for companies’ failure to file resolutions within the stipulated time. The companies need to share private information regarding the changes in directors or managing directors with ROC. Information regarding the issue of prospectus, appointment of sole-selling agents or voluntary winding up, etc., need to be shared with the ROC officer.

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