The Ministry of Corporate Affairs has set up an office by the name of Registrar of Companies (ROC). This body was incorporated to look after the administration of the Companies as well as the Limited Liability Partnerships in the country. Among all the major states as well as the Union Territories, there are approximately 25 Registrar of Companies (ROCs) present and functioning. Although two states namely Maharashtra and Tamil Nadu, have more than one Registrar each. Under the Companies Act of 1956 Section 609 gives the power to the ROC to register the Companies as well as the Limited Liability Partnerships all over India. After the introduction of Companies Act of 2013 the powers of the ROC have not changes but the Section governing the same has been changed to Section 396.
It is also the duty of the Registrar of Companies to make sure that the Limited Liability Partnership do comply with all the legal requirements that are mentioned under the Limited Liability Partnership Act, 2008.
Another function of the Registrar of Companies is to maintain a Register of Records. This contains the records of all the Companies that are registered with them. The common people have the option to access the said information after paying the prescribed fees. With the help of the Regional Directors, the Central Government holds the control over the administration of the Registrar of Companies. In today’s time, there are approximately seven Regional Directors who are administering the functions of the Registrar of Companies who fall within their respective regions.
Functions of Registrar of Companies
Following are some of the functions which are carried out by the Registrar of Companies:
1. All the Companies are registered or incorporated by the Registrar of Companies.
2. The ROC looks after the regulation as well as the reporting of the Companies along with their shareholders as well as directors.
3. The ROC administers various government reporting related to different matters. This includes the annual filing of various documents.
4. The ROC makes sure that the business culture not only fosters but also facilitate the same.
5. The ROC gives the Companies their Incorporation certificate which acts as a proof of the existence of the Company. The Company which has been granted the Incorporation Certificate will continue to exist till their name exists in the Register of Records.
6. The ROC has the power to ask for any of the supplementary information from the Companies. Although he needs the prior approval of the Court in case he wants to carry out a search and seizure operation with respect to the books of accounts.
7. The ROC has the option to file a petition in order get a Company closed down.
How Companies are registered by the Registrar of Companies
There is a set procedure that has to be followed in order to incorporate any Company. Only after all the statutory requirements are fulfilled by the company, the Registrar then issues the Certificate of Incorporation in the name of the Company.The promoters are supposed to submit various documents to the Registrar of Companies as a part of the statutory procedure. As a part of the documents they have to submit the following:
- The agreement for appointment of the directors or the managing directors which was made before the incorporation.
- Articles of Association (AoA)
- An authorized person has to sign a declaration which states that the all the necessary requirements have been fulfilled that was required for the incorporation
- Memorandum of Association (MoA).
As soon as the documents are authenticated, the Registrar of Companies includes the name of the respective company in the register of companies. Then he finally gives the Certificate of Incorporation to the Company. He also issues another certificate known as the Certificate of Commencement of Business along with the incorporation. For all the Public Limited Companies, it is important that they obtain a Certificate of Commencement of Business before carrying out any business activity.
Registrar of Companies can refuse to register
There are various grounds on the basis of which the Registrar of Companies can refuse to register a Company. There are five clauses under the Memorandum of Association (MoA) namely:
- The Name Clause
- The Objects Clause
- The Registered Office Clause
- The Liability Clause
- The Capital Clause
It is the duty of the Registrar to make sure that no company gets incorporated which has an objectionable name. apart from an objectionable name, the Registrar also has powers to reject the registration in case of unlawful objects stated in the clause.
The role of the RoC continues even after the registration of a Company
The association between the Registrar of Companies and the Company does not end, ever. Over the period of time, many changes can occur in the course of business such as change in the name or objectives or even the registered office. Whenever such changes occur, the company has to inform the Registrar of Companies after all the formalities have been completed.
Filling resolutions with the Registrar of Companies
The provisions of Section 117 of the Companies Act of 2013 specifies that if any resolution is passed by the Company, the same has to be filed with the Registrar of Companies within a period of thirty days. It is the duty of the Registrar of Companies to maintain a record of all such resolutions. In case the Company fails to file the passed resolution with the Registrar of Companies then as per the provisions of the Companies Act, 2013 they will be fined for the same. Therefore, the Company has to make sure that any of the following activities if occurs, will have to be informed to the Registrar:
- Issue of Prospectus
- Resolution passed in order to voluntarily wound up the Company
- Appointment of any director or even the managing director
Appointment of a sole selling agents
