The Registrar of Companies (ROC) is an office managed by the Ministry of Corporate Affairs (MCA), that deals with the administration of companies and Limited Liability Partnerships across the country. According to Section 609 of the Companies Act, ROCs are tasked with the principal duty of registering both the companies and LLPs across the states and union territories. ROC also certifies that LLPs comply with the legal requirements that are contained in the Companies Act, 2013. It maintains a registry of records of the companies that are registered with them and permits the general public to access information on payment of a stipulated fee. The Central Government preserves administrative control over the Registrar of Companies with the help of Regional Directors.
Any company wishing to operate within legal bounds in India has to get itself registered under the RoC rules and regulations. A company is considered to be a legally registered company when it has received the certificate of incorporation from the registrar.
The statutory procedure to register a company requires that the companies submit a wide range of documentation as per the compliance requirements of that particular business structure. These documents include the Memorandum of Association (MoA) and the Articles of Association (AoA). Along with this, companies have to file the pre-incorporation agreement for director’s/managing director’s appointment and a document signed by an authorized individual declaring that the proposed company has met all the compliances and requirements for the company incorporation.
After receiving the said documents and authenticating, the registrar of companies inputs the company’s name in their register and releases the certificate of incorporation to the concerned company. Along with the company’s incorporation certificate, the ROC also issues a commencement of business certificate. Every Public Limited Company has to get this certificate before they begin any business activities.
What is Registrar of Companies?
A Registrar of Companies (ROC) is a governmental authority responsible for the registration and administration of companies and Limited Liability Partnerships (LLPs), under the Companies Act, 2013 and Limited Liability Partnership Act, 2008 respectively. Section 396 of the Companies Act specifies the powers and duties of the ROC, and the Central Government has the power to appoint the registrars along with joint, deputy, and assistant registrars. In India, the ROC offices are established under the Ministry of Corporate Affairs (MCA), and each state and union territory has its own ROC office. The Registrar of Companies ( ROC) plays a crucial role in maintaining transparency, accountability, and legal compliance within the corporate sector. All the registered companies are required to file their registration application with the ROC of their principal place of business and they are required to file the annual filing forms with that ROC as well. ROC maintains all the information about the company and all the changes like changes in logo, change in address, change in place of business, and all such information is to be filed with the ROC and the company has to get the approval of the ROC only then they can administer the changes
Functions of ROC
- Registrar of Companies is liable to register a company in the country.
- It meets all regulation and reporting of companies and their shareholders, directors and also administers government reporting of several matters, including annual filings of various documents.
- It serves as an essential role to foster and facilitate business culture.
- Since every company in a country need the approval of the ROC for its establishment, ROC provides incorporation certificate that serves as the evidence of the existence of the company. Once incorporated, a company cannot cease unless the name of the company is struck-off from the register of companies.
- ROC also demands supplementary information from any company. It might search the premises and seize the books of accounts with prior approval of the court.
- The Registrar of Companies also files a petition to wind up a company.
Role of Registrar of Companies (ROC)
1. Company Registration: ROC’s crucial role is to take up the responsibility of the registration of new companies in accordance with the Companies Act, 2013. It reviews and approves the documents required for registration, including the memorandum of association and articles of association.
2. Maintain Record: ROC is entrusted with the task for ensuring that companies are appropriately enrolled, and when enlisted they record accounts and other data accurately. ROC check and examine all the documents and information submitted in SPICE+ format.
3. Name Approval: ROC approves and reserves the name which is applied for the registration, a company has to select different names and the name preference is intimated to the ROC, then ROC verifies that the preferred names are not already registered with any other ROC, and if deem fits ROC approves the name to the company.
4. Issuing Director Indentification Number (DIN): ROC has the authority to issue DIN to the directors or designated partners of the company/LLP. DIN is one of the most important authorization given to the director, it is a unique identification number which is provided to directors and designated partners by which they authorize documents, digitally sign agreements, contracts, approves reports, etc.
5. Issuing Certificate of Incorporation (COI): Certificate Of Incorporation (COI) is the proof of formation of company, it’s like the birth certificate of the company which signifies that company is in existence and its separate legal entity in the eyes of law. No company can commence its business operations without obtaining COI. A list of documents is required to be filed with ROC and on satisfaction, ROC may issue COI.
6. Allotment of Corporate Identity Number (CIN): CIN is corporate identity number, which is a unique number allot to the company after incorporation. CIN is also mentioned on the COI, and is used for all the contracts and agreements the company enters.
7. Maintain Register: ROC maintains a register of companies where all the details related to company is available. The ROC also keeps the record of promoters, directors, their addresses, and their details. ROC also maintains details of members and shareholders.
8. Maintains Record of all Alteration: Company might be required to change its name, objectives or registered office. In every such instance, a company would have to take the approval of the ROC first before making any alteration in the company’s MOA, AOA or LLP’s agreement.
Registration of Companies
Every company needs to have a certificate of incorporation that is issued by the Registrar of Companies after finalizing several statutory requirements. During this process, the promoters need to submit the documents to the Registrar of Companies. These documents include Memorandum of Association (MoA), Articles of Association (AoA), the pre-incorporation agreement for appointing directors/ managing directors and the declaration by an authorized individual confirming the requirements for the registration of the companies.
Once all the documents are authenticated, ROC inputs the company’s name in the register of companies and then releases the certificate of incorporation. The Registrar with the certificate of incorporation issues a certificate for the commencement of business. It is mandatory for a public limited company to get this certificate prior to starting the business.
Declining Registration
ROC can refuse to register a company on various grounds. The Memorandum of Association (MOA) that is filed with the registrar consists of five clauses namely name clause, objects clause, registered office clause, capital clause and liability clause. The registrar has to ensure that no registration is allowed for companies that have an objectionable name. The registrar can decline to register any company that has unlawful objectives.
Filing Resolutions
According to the provisions in Section 117 of the Companies Act, every resolution has to be filed with the ROC in 30 days of being passed. The Registrar of Companies has to record all these resolutions. The Company law has also laid down the penalty in case of failure to file the resolutions with the registrar within the given time. In other terms, a company has to intimate the Registrar of Companies concerning all its activities, including appointing directors or managing directors, issuing prospectus, appointing sole-selling agents, or the resolution regarding voluntary winding up, etc.
FAQs
What is the Registrar of Companies (RoC)?
The Registrar of Companies (RoC) is an office under the Ministry of Corporate Affairs (MCA) in India, responsible for administering the Companies Act, 2013. The RoC oversees company registrations, ensures compliance, and maintains records of companies operating within its jurisdiction.
What are the main functions of the RoC?
- Registering new companies and Limited Liability Partnerships (LLPs).
- Maintaining a registry of company records, including financial statements and annual returns.
- Ensuring that companies comply with statutory requirements.
- Facilitating public access to company information.
- Taking action against companies that violate the Companies Act.