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 (LLPs) in India. At present, Registrar of Companies (ROCs) are operating in all the major states/UT’s.
However, states like Tamil Nadu and Maharashtra, have more than one ROC. Some ROCs have jurisdiction of two or more states/UT like Chennai ROC has jurisdiction of Tamil Nadu state and UT of Andaman and Nicobar Islands.
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. Currently, after the introduction of Companies Act, 2013, the same powers conferred under section 609 is provided under section 396 of the Companies Act, 2013 to the ROCs.
The Registrar of Companies also certifies that LLPs (Limited Liability Partnerships) comply with the legal requirements contained in the Limited Liability Partnership Act, 2008.
Registrar of Companies maintains a registry of records concerning companies which are registered with them and allows the general public to access 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 ROC
- The ROC takes care of registration of a company (also referred to as incorporation of the company) in the country.
- 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.
- The Registrar of Companies plays an essential role in fostering and facilitating business culture.
- Every company in the country requires the approval of the ROC to come into existence. The ROC provides an incorporation certificate which is 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.
- 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.
- Most importantly, the Registrar of Companies could also file a petition for winding up of a company.
- Register Companies
The primary function of ROC is to do company registration and LLP registration.
2. Takes Incorporating Documents
ROC takes the important documents which are mandatory for the incorporation such as details of shareholders, details of directors, takes reports on regular basis of the annual filing of documents made by the Company to the government.
3. Provides Incorporation Certificate
The ROC has been a body which provides to every Company a Certificate of Incorporation. No Indian/Foreign Company Registration can work without the prior consent and without obtaining a Certificate of Incorporation from ROC. An incorporation certificate is an essential document for the existence of any company in India.
4. Extends Certificate of Incorporation
ROC is an important body which helps by providing the Certificate of Incorporation for companies incorporated under MCA.
5. Winding up petition can be made by ROC
ROC can file the winding up of the Companies in the Court itself but with the orders approved by the Central Government.
6. Fostering Business Environment
ROC keeps an eye on promoting ethical working culture in the companies registered.
7. Checking of Accounts
ROC has the authority to do random checking of the accounts and documents of the companies with the previous approval of the Court.
8. Demand Documents
If ROC feels any suspicious activities of the Company can demand the additional documents from the particular Company registered/incorporated.
Powers of Registrar of Companies in Company Registration:
- Section7 – Incorporation of Company/ Company Registration
This section talks about the Registrar’s power to issue the Certificate of Incorporation Company Registration to every Company registered with ROC. The Incorporation Certificate is the conclusive proof of the existence of the Company.
2. Section 83 – Power of Registrar to make entries of Satisfaction
On receiving the evidence from the Company about the charge which has been recorded by the Registrar, any debt which has either been satisfied that is received in part or full, and the property charged under it has been released in part or whole or has been ceased.
The Registrar shall enter in its memorandum of the Satisfaction in whole or part that the property has been released or ceased to be part of the Company if no intimation has been given to the Registrar about the same.
The Registrar shall give intimation to the Company within 3o days of making the entries.
3. Section 206- Power to conduct inquires, inspection and investigation
The Registrar, if on the scrutiny of the documents submitted by the Company appears to the Registrar not fit, he may by notice; call for any copies, paper or conduct any search or to furnish in writing such information or explanation which are necessary.
If the information received by the registrar is inadequate, the Registrar shall record the above reasons in writing about the Company. It may give further, and the opportunity of being heard is given to the directors and to explain the information.
The Registrar can impose a fine up to 5 Lakh Rupees.
4. Section 209- Search and Seizure
The Registrar with the information in possession has reasonable grounds to believe that books and papers of the Company or relating to key managerial personnel are likely to be destroyed, altered or tempered, or falsified.
The Registrar can conduct the search of the requisite documents of the Company and seize the above. This search and seizure are done after obtaining prior approval or consent from the Special Court.
The Registrar shall return the books after the inspection to the Company.
5. Section 248- Removal of Name of the Companies from the Registrar
When the Registrar has reasonable grounds to believe that the incorporated Company has failed to;
- To commence business within one year from the date of its incorporation
- The subscribers of the memorandum have not paid the requisite fees to the Registrar within the period of one hundred and eighty-two days, from the date of its incorporation.
- The Company has failed to start its business for two financial years and has obtained the status of dormant Company.
The Registrar shall send notice to the Company to take off the name of that Company from the Register of ROC. The Registrar shall request to do the representation for the same and other documents within 30 days. The Company shall, by resolution of seventy-five percent of the removal name of the Company from the Registrar, shall send it to ROC.
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