Registrar of Companies, Role and Function
The Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA) is a body that deals with the administration of companies and Limited Liability Partnerships (LLP) in India. Currently, there are 22 ROCs operating in all the major states. However, for states like Tamil Nadu and Maharashtra, there are more than one ROC. Under section 609 of the Companies Act, 1956, the ROCs have the duty to register companies and LLPs across the states and the union territories. The India Registrar of Companies under the Ministry Of Corporate Affairs (ROC) also certifies that LLPs comply with the legal requirements stated in the Companies Act, 2013.
The India Registrar of Companies under the Ministry Of Corporate Affairs maintains a registry of records of companies which are registered with them and the general public is allowed access to this information via payment of a fee. The Central Government preserves administrative control over the ROC with through Regional Directors. There are currently Regional Directors, supervising the operations of ROCs within their specific regions.
Duties of the Registrar of Companies
Among the functions of the India Registrar of Companies under the Ministry Of Corporate Affairs is the registration of a company also known as the incorporation of the company in the country. The ROC ensures that the companies and their shareholders as well as directors comply with the regulations and produces reports them. They also administer government reporting on several matters, among which is the annual filing of numerous documents. Besides that, they also play an essential role in fostering and facilitating business culture. All companies within the country require the approval of the ROC before incorporation. They will provide an incorporation certificate which is the proof of the existence of any company. After incorporation, unless the name of the company has been struck-off from the register of companies it cannot cease its business. Among other duties, the ROC could also ask for supplementary information from any company. With the prior approval of the court, it could search the premises and seize the accounting books of a company. It is also important to note, that the ROC is capable of filing a petition for the winding-up of a company.
Registration & Post Registration
As mentioned in the above paragraph, a company cannot come into existence without a certificate of incorporation which is issued by the Registrar of Companies after finalisation of several statutory requirements. As part of the statutory process, there are several documents that need to be submitted to the ROC. These documents are the Memorandum of Association (MoA), Articles of Association (AoA), the pre-incorporation agreement for appointing directors or managing directors and the declaration by an authorised person confirming that requirements relating to the registration have been adhered to.
Only after authenticating the documents the ROC will then input the company’s name in the register of companies and issue the certificate of incorporation. A certificate of commencement of business will also be released together with the certificate of incorporation by the Registrar. This certificate is required by a public limited company before prior to its commencement of business.
Under certain circumstances, the ROC can refuse to register a company. There are various grounds on which the ROC can refuse to register a company. Objectionable name and unlawful objectives are just to name a few.
The ROC’s duties don’t only cover the registration process, it will handle everything related throughout the lifespan of the company. An example would be, if a company would like to change its name, objectives or registered office, the company would then have to initiate proceedings through the ROC after the completion of the formalities.
Filling Resolutions With the Registrar of Companies
Under Section 117 of the Companies Act, it is stated that every resolution needs to be filed with the ROC within 30 days of being passed. It is required for the ROC to record all such resolutions. It is also laid down in the Company Act, the penalty in the event of a failure to comply and file the resolutions with the Registrar within the stipulated period of time. In conclusion, it is required for a company to be on intimate terms with the ROC as every little detail concerning all its activities, including the appointment of directors or managing directors, issuing of a prospectus, the appointment of sole selling agents, the resolution regarding voluntary winding up, etc.