In India, incorporation of a company is governed by the Companies Act 1956.(1) It is the most important piece of legislation that empowers the Central Government to regulate the formation, financing, functioning and winding up of companies. It applies to whole of India and to all types of companies, whether registered under this Act or an earlier Act. But it does not apply to universities, co-operative societies, unincorporated trading, scientific and other societies.

The Act is administered by the Central Government through the Ministry of Corporate Affairs(2) and the Offices of Registrar of Companies,(3) Official Liquidators , Public Trustee, Company Law Board,(4) Director of Inspection, etc. The Registrar of Companies (ROC) controls the task of incorporation of new companies and the administration of running companies.

The Official Liquidators(5) who are attached to the various High Courts functioning in the country are also under the overall administrative control of the Ministry. The set-up at the Headquarters includes the Company Law Board,(6) a quasi-judicial body, having the principal Bench at New Delhi, an additional principal bench for Southern Region at Chennai and four Regional Benches located at New Delhi, Mumbai, Kolkata and Chennai. The organisation at the Headquarters also includes two Directors of Inspection and Investigation with a complement of staff, an Economic Adviser for Research and Statistics and other Officials providing expertise on legal, accounting, economic and statistical matters.

The four Regional Directors,(7) who are in charge of the respective regions, comprising a number of States and Union Territories, interalia, supervise the working of the Offices of Registrars of Companies and the Official Liquidators working in their regions. They also maintain liaison with the respective State Governments and the Central Government in matters relating to the administration of the Companies Act, 1956.

Registrar of Companies (ROCs) appointed under Section 609 of the Companies Act, covering various States and Union Territories, are vested with the primary duty of registering companies floated in the respective States and the Union Territories and ensuring that such companies comply with the statutory requirements under the Act. Their offices function as registry of records relating to the companies registered with them.

For registration and incorporation of a company, an application has to be filed with Registrar of companies. Application for registration of a company accompanied by the selected names, Memorandum of Association and Articles of Association and other necessary documents is to be filed with the Registrar of companies of the State in which the company is proposed to be incorporated.

Registrar Of Companies (ROC)

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 in India. At present, 22 Registrar of Companies (ROCs) is operating in all the major states. However, states like Tamil Nadu and Maharashtra, have more than one ROC. 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.

The Registrar of Companies also certifies that LLPs (Limited Liability Partnerships) comply with the legal requirements contained in the Companies Act, 2013.

Registrar of Companies 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. 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.

Functions Of The ROC

1. The ROC takes care of registration of a company (also referred to as incorporation of the company) in the country.
2. It completes regulation and reporting of companies and their shareholders and directors and also administers government reporting of several matters which includes the annual filing of numerous documents.
3. The Registrar of Companies plays an essential role in fostering and facilitating business culture.
4. Every company in the country requires the approval of the ROC to come into existence. The ROC provides incorporation certificate which is the conclusive evidence of the existence of any company. A company, once incorporated, cannot cease unless the name of the company is struck-off from the register of companies.
5. Among other functions, it is worthy to note that the Registrar of Companies could also ask for supplementary information from any company. It could search its premises and seize the books of accounts with the prior approval of the court.
6. Most importantly, the Registrar of Companies could also file a petition for winding up of a company.

How Companies Are Registered By The Registrar Of Companies.

No company can come into existence by itself. It requires a certificate of incorporation issued by the Registrar of Companies after finalization of several statutory requirements. As part of the statutory process, the promoters need to submit several documents to the Registrar of Companies. These documents include Memorandum of Association (MoA),(8) Articles of Association (AoA) (9), 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 commencing business.

ROC Can Refuse To Register

ROC can refuse to register a company on various grounds. The Memorandum of Association (MOA) which is filled with the registrar comprises of 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.

The Role Of ROC Continues Even After The Registration Of A Company

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.

Filling Resolutions With The Registrar Of Companies

As per the provisions contained in section 117 of the Companies Act, 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 Company law 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.

In India, incorporation of a company is governed by the Companies Act 1956. It is the most important piece of legislation that empowers the Central Government to regulate the formation, financing, functioning and winding up of companies. It applies to whole of India and to all types of companies, whether registered under this Act or an earlier Act. But it does not apply to universities, co-operative societies, unincorporated trading, scientific and other societies.

The Act is administered by the Central Government through the Ministry of Corporate Affairs and the Offices of Registrar of Companies, Official Liquidators , Public Trustee, Company Law Board, Director of Inspection, etc. The Registrar of Companies (ROC) controls the task of incorporation of new companies and the administration of running companies.

The Official Liquidators who are attached to the various High Courts functioning in the country are also under the overall administrative control of the Ministry. The set-up at the Headquarters includes the Company Law Board, a quasi-judicial body, having the principal Bench at New Delhi, an additional principal bench for Southern Region at Chennai and four Regional Benches located at New Delhi, Mumbai, Kolkata and Chennai. The organisation at the Headquarters also includes two Directors of Inspection and Investigation with a complement of staff, an Economic Adviser for Research and Statistics and other Officials providing expertise on legal, accounting, economic and statistical matters.

The four Regional Directors, who are in charge of the respective regions, comprising a number of States and Union Territories, interalia, supervise the working of the Offices of Registrars of Companies and the Official Liquidators working in their regions. They also maintain liaison with the respective State Governments and the Central Government in matters relating to the administration of the Companies Act, 1956.

Registrar of Companies (ROCs) appointed under Section 609 of the Companies Act, covering various States and Union Territories, are vested with the primary duty of registering companies floated in the respective States and the Union Territories and ensuring that such companies comply with the statutory requirements under the Act. Their offices function as registry of records relating to the companies registered with them.

For registration and incorporation of a company, an application has to be filed with Registrar of companies. Application for registration of a company accompanied by the selected names, Memorandum of Association and Articles of Association and other necessary documents is to be filed with the Registrar of companies of the State in which the company is proposed to be incorporated.

End-Notes:

1. https://archive.india.gov.in/business/outerwin.php?id=http://indiacode.nic.in/rspaging.asp?tfnm=195601
2. https://archive.india.gov.in/business/outerwin.php?id=http://www.mca.gov.in/
3. https://archive.india.gov.in/business/outerwin.php?id=http://www.mca.gov.in/Ministry/roc.html
4. https://archive.india.gov.in/business/outerwin.php?id=http://www.mca.gov.in/Ministry/pdf/official_liquidators.pdf
5. https://archive.india.gov.in/business/outerwin.php?id=http://clb.nic.in/
6. https://archive.india.gov.in/business/outerwin.php?id=http://www.mca.gov.in/Ministry/pdf/official_liquidators.pdf
7. https://archive.india.gov.in/business/outerwin.php?id=http://clb.nic.in/
8. https://archive.india.gov.in/business/outerwin.php?id=http://www.mca.gov.in/Ministry/rd.html
9. https://cleartax.in/s/memorandum-understanding-mou-format-download
10. https://cleartax.in/s/articles-association-aoa-format-download