Registrar of Companies in India

Last Updated at: Jan 22, 2021
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Under the Ministry of Corporate Affairs (MCA) there is the office of The Registrar of Companies (ROC). It is a body in India dealing with the administration of companies and Limited Liability Partnerships. It is a state-level body and is presently available at  22 Registrar of Companies (ROCs) in the major states. However, there are states with more than one body for the ROC like Tamil Nadu and Maharashtra.

It is the Companies Act, 1956 dealing with the regulation of ROCs. Section 609 of the Companies Act, 1956, deals with the duty of registering companies and LLPs across the country in different states and union territories. For Limited Liability Partnerships [LLPs], there is a separate provision for acknowledging the LLPs which show full compliance with the legal requirements as listed in the Companies Act, 2013 with the help of Regional Directors.

What does a Registrar of Companies do? 

The major functions of ROCs are as follows:

    1. Maintains a registry of records concerning companies which are registered with them and allows the general public in accessing this information on payment of a stipulated fee;
    2. Takes care of the registration of a company or  incorporation of the company in India;
    3. Regulation and reporting of companies and their shareholders and directors;
    4. Administers government reporting of several matters which includes the annual filing of numerous documents;
    5. Fostering and facilitating business culture;
    6. Approves every company for existence;
    7. Provides incorporation certificate which is conclusive evidence of the existence of any company. Even at the time of ceasing of a company, the name of the company is struck-off from the register of companies;
    8. Ask for supplementary information from any company by searching its premises and seizing the books of accounts with the prior approval of the court;
    9. File a petition for winding up of a company.
    10. Post-Incorporation when a company requires a change in its name, objectives or registered office.

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How to register a company with the Registrar of Companies? 

For the coming of a company into existence, a certificate of incorporation is a must. The Registrar of Companies issues the certificate of incorporation. This certificate can only be granted after ensuring compliance of several statutory requirements. The first step towards having a certificate of incorporation is that the promoters submit several documents to RoC. The list of documents are as follows:

  1. Memorandum of Association [MoA]
  2. Articles of Association [AoA]
  3. Pre-incorporation agreement for appointing directors/ managing directors
  4. The declaration by an authorized person confirming that requirements relating to registration have been adhered to.

The next step, after having the documents authenticated, the ROC inputs the company’s name in the register of companies and releases the certificate of incorporation.

Commute to the following link to know about ROC Filing

Can a ROC refuse to register a company?

It is not obligatory on the part of the ROC to register a company. It can choose to refuse the registration of a company on several grounds.

  1. If any of the clauses are missing from The Memorandum of Association (MOA) which is filled with the registrar comprises. Normally, it has five clauses viz. name clause; objects clause; registered office clause; capital clause and liability clause.
  2. The registrar needs to ensure that no registration is allowed for companies having an objectionable name.
  3. The registrar could also decline to register any company which has unlawful objectives.

Filing of resolutions with the ROC: 

Section 117 of the Companies Act requires every resolution to be filed with the ROC within 30 days of being passed. The Registrar of Companies maintains a record of all such resolutions. The Company law has also had a  penalty clause, invoked in case of failure to file the resolutions with the registrar within the stipulated time.

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A lawyer with 14 years' experience, Vikram has worked with several well-known corporate law firms before joining Vakilsearch.