Hundreds of people dream of establishing their own business. To be able to do that, you need to register your company with the Ministry of Corporate Affairs. But after the incorporation of the companies, who takes care of these companies and who makes sure that these companies are operating according to the guidelines of the Companies Act.
For this task, Registrar of Companies, India was established for supervising and administering the Companies and Limited Liability Partnerships registered. For detailed information about the ROC, read the rest of the blog.
What is the Registrar of Companies?
Registrar of Companies is a body under the Ministry of Corporate Affairs established as per section 609 of the Companies Act 1956. This act is applicable in most of the states and union territories. The major objective of this body is to register the companies and limited liability partnerships and to overlook the functioning of these companies as per the guidelines mentioned in the act. There are 22 Registrar of Companies offices at present with more than one ROC in states like Maharashtra and Tamil Nadu. These offices act as a ‘registry of records’ for all the companies registered with them. These companies are open for general inspection by the members of the public upon the payment of a minimal amount. The central government is responsible for supervising this unit of the Ministry of Corporate Affairs via the respective regional directors. As per the current statistics, there are seven regional directors administering this body as per the regions divided.
The Registrar of Companies also ensures that Limited Liability Partnerships are complying with the principles mentioned in the Companies Act, 2013.
Registrar of Companies – Functions
- The main function of this body is to facilitate the incorporation of the companies in India.
- It takes into account all the details regarding the companies incorporated. Details of the shareholders, directors are taken into account on a regular basis. It is also responsible for supervising the reports generated on several matters including the annual filing of certain things by the government.
- Registrar of Companies is trusted with the responsibility of thriving business culture in the country.
- ROC is responsible for extending ‘certificate of incorporation’ for the companies incorporated as this document acts as a legal proof of incorporation. The company stays afloat until the name of the company is struck off from the database maintained by the Registrar of Companies.
- By the discretion of the government, the Registrar of the company can also file a petition for the dissolution of a company if they are not faring well.
- The registrar of companies can search the premises of any company and demand to look into the accounts of the company with prior approval from the court. The ROC can also ask companies to submit additional documents or additional information if they deem it to be necessary.
Registration of Companies by ROC:
A company can’t exist legally if they don’t have a certificate of incorporation. The certificate of incorporation is issued by the Registrar of Companies once the company has submitted all the mandatory documents and decided on certain statutory requirements. For the statutory requirements, the company needs several documents like:
- MoA (Memorandum of Association),
- AoA (Article of Association),
- Declaration by any authorised person confirming that the rules of incorporation have been met,
- Pre-incorporation document for selecting managing directors/directors.
Once the verification process is completed by ROC, the company’s name is registered and the certificate of incorporation is released. Along with the certificate of incorporation, a certificate of commencement of business is also issued. Acquiring a certificate of commencement of business is imperative for a public limited company as without it the company can’t start its functions.
Refusal by ROC:
You might not be able to acquire a certificate of incorporation if the ROC refuses the application which is well within it’s right on several grounds. To register a company, the person submits Memorandum of Association (MoA) with the registrar’s office. The memorandum of Association consists of five clauses and they are:
- Name clause
- Objects clause
- Registered office clause
- Capital clause and
- Liability clause
It is the registrar’s responsibility to ensure that no company with objectionable name is registered. Any company with any unlawful or illegal objectives can also be rejected and not registered by the ROC.
So, in short, you need to be very careful with regards to the details regarding your company.
Functions of ROC post company registration:
Even after company registration, ROC has certain areas which needs supervision. ROC looks after the registered companies and keeps a tab on the functioning of the company. It makes sure that companies are functioning according to the rules and regulations prescribed. Apart from this, you will have to contact ROC if you need to change the name/objectives of the registered company. For this, an individual needs to contact ROC to complete the formalities according to the law.
Registrar of Companies: Filing resolutions
If any new resolutions are being passed by the company, it is mandatory that the company is filing those resolutions with Registrar of Companies within 30 days of passing the resolutions. This has been mandated by section 117 of the companies act 2013. It is imperative that ROC has records of all the resolutions passed by all the registered companies. Failing to do so within a stipulated time is liable for the penalty as stipulated under the said section. The resolutions could be about anything like the appointment of new directors or managing directors, selection of sole-selling agents, the release of a prospectus, and resolutions related to the voluntary shutting down of companies.
Registrar’s (ROC) Offices:
As mentioned above, there are 22 registrar of companies offices in India. To get detailed information about these offices like their address, fax number, appointed officer, you can simply click on the link.
On this link, you can find all the information related to the Registrar of Companies offices.