Registrar Of Companies (ROC) India: A Complete Guide

The Registrar of Companies (ROC) is a key government office responsible for the formation and incorporation of companies and LLPs. The ROC's core functions are to register businesses, ensure compliance with legal requirements, and maintain public records under the Ministry of Corporate Affairs (MCA).

Currently, ROC is operating in all major states and union territories of India. However, states like Maharastera and Tamil Namdu have more than one ROC office. Whereas a few ROCs have jurisdiction over two or more states or union territories, such as the Chennai ROC, which has jurisdiction over the Andaman and Nicobar Islands (UT) and the state of Tamil Nadu. 

In this guide, we will discuss all aspects of ROC in detail, including its structure, functions, filing fees, and more.

What is the Registrar Of Companies (ROC) in India?

The ROC is a statutory authority established under the Companies Act, 1956. As per Section 609 of the Companies Act, 1956, Registrars of Companies were appointed to regulate companies. LLPs are registered under the Limited Liability Partnership Act, 2008, and are also administered by the ROC. But after the Companies Act 2013 was introduced, the ROC was established under the new act with the same powers as those granted under section 609 of the Companies Act 1956. In the new Companies Act, the same powers are granted to the ROC under Section 396.

In simpler terms, from incorporation documents to changes in company status, directors, and annual returns, a ROC is entitled to validate and maintain all the corporate records. Be it a public limited company, a private limited company, a Limited Liability Partnership (LLP), or a One-Person Company (OPC), every company is governed by the ROC office in the state in which the company is registered.

What Are The Functions Of A ROC

The following are the core functions of a Registrar of Companies (ROC).

• Registration of Company: It is the ROC's responsibility to handle the registration or incorporation of a company in India. 
• Oversee the Compliance: The ROC manages the registration and reporting of companies, their directors, and shareholders. Along with this, the ROC also administers the government's approval of various other matters, such as the annual filing of numerous documents.
  In a nutshell, the ROC is responsible for regulating companies, ensuring compliance, and maintaining corporate records. 
• Certificate of Incorporation & Company Dissolution: Every company in the country requires the ROC's approval to exist and carry out its operations. Also, the ROC issues the company a certificate of incorporation, which serves as evidence that the company legally exists in the market. Once incorporated, a company continues to exist until it is legally dissolved through processes such as strike-off, winding up, or liquidation, and its name is removed from the Register of Companies.
• Supplementary Information:  ROC has the authority to ask for supplementary information from any company. It can search the company's premises and even seize the account books without any prior court approval.
• Petition to Wind Up: The Registrar of Companies can file a petition to wind up any organization or company.

ROC Jurisdiction

ROC at present is located in different states and Union Territories of India. It functions under the Ministry of Corporate Affairs, and each ROC office manages the company-related matters in its respective geographical area, ensuring that every company in that area complies with the regulations and laws set out in the Companies Act 2013.

With respect to filing the company registration application, every company must ensure that the application is filed with the ROC under whose jurisdiction its place of business falls. Additionally, the companies must file an annual form with the ROC in the place where they obtained the company's registration.

Within its assigned geographic region, each ROC has jurisdiction over the regulation, registration, and dissolution of companies, while ensuring compliance with annual filing requirements and handling grievances or complaints related to business operations.

Company Registration By ROC

For a company to come into existence, it requires a certificate of incorporation. This certificate is issued by the Register of Companies once all statutory requirements have been met. As a part of the statutory process, the promoters are required to submit some documents to the ROC. These documents include Articles of Association (AOA), Memorandum of Association (MOA), the pre-incorporation agreement for appointing managing directors or directors, and a declaration, executed by an authorized person, acknowledging that all requirements related to registration have been complied with.

Once the ROC has authenticated all submitted documents, it enters the company's name in the register of companies and issues the certificate of incorporation. Along with the certificate of incorporation, the ROC also issues the certificate of commencement of business.

Refusal of Company Registration by the ROC

The Registrar of Companies can refuse to register a company on certain grounds. This usually happens when the business fails to adhere to legal requirements. For example, if a proposed company name is similar to an existing entity's name or violates trademark rules, the ROC can reject the application on that basis.

Other examples include discrepancies in the Memorandum of Association or the Articles of Association, which can also result in the refusal of company registration. Documents containing inaccurate or incomplete information about the company's shareholders or directors can also lead to the rejection of the resolutions. Lastly, any unresolved legal issues or past non-compliance cases may trigger a refusal.

Such rejections are necessary to protect the overall business environment from companies that have unlawful objectives and those that may pose legal or operational risks in the market.

Role of ROC Post Company Registration

Even after the company's registration has been successfully completed, the association between the ROC and the company does not end. Over the period of time, for instance, the company might need to change its name, registered office, or objectives. In such cases, the companies would still require ROC to complete all the formalities.

Filing Resolutions With the Register of Companies

Companies are required to file a variety of forms with the Register of Companies (ROC). These forms include financial statements, annual returns, and special resolutions that are passed by the board of directors. These filings are essential for ensuring that the business is operating within the legal boundaries established by the Companies Act. 

Forms such as MGT-7 for annual returns and Form AOC-4 for financial statements must be submitted by the deadline. With respect to Section 117 of the Companies Act, 2013, every resolution must be filed with the ROC within 30 days of its passing. It is the ROC's responsibility to record these resolutions. The Companies Act, 2013, imposes a penalty for failure to file resolutions with the registrar within the allotted time.

Filing Forms With ROC (Registrar Of Companies)

Every company must file its annual forms with the ROC as required under the Companies Act and the Rules. If a company fails to file required forms within the stipulated time, it is liable to pay additional fees and penalties.

The annual forms that must be filed with the ROC include the reconciliation of share capital audit report, director KYC for DIN holders, return of deposit receipts, annual company returns, and annual company accounts, etc.

ROC Filing Fees

The fees for filing forms and documents with the Registrar of Companies vary based on the company's authorized share capital. The ROC fees for filing forms such as MGT-7 or AOC-4 are as follows:

The ROC fees for the respective ROC service are stated below:

The Bottom Line

It is fair to say that the role of the Register of Companies (ROC) is essential to ensure business compliance, legal structure, and transparency in India. From the company's formation through registration and filing, and ensuring everything is done in compliance with the law, the ROC oversees it.

The businesses must ensure compliance with the ROC's regulatory framework to avoid penalties or liabilities.

As an NRI, if you are seeking to register a business in India, Savetaxs is the name to trust. Our experts will provide consultation on end-to-end documentation, compliance, and procedural formalities for the incorporation of LLPs, Private Limited Companies, Branch/Liaison Offices, and more in India.

The expert will also provide regulatory compliance consultations to ensure that every NRI running a business in India complies with FEMA and RBI guidelines on foreign investment.

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