The Registrar of Companies (ROC) is an office under the Indian Ministry of Corporate Affairs that deals with the administration of the Companies Act, 2013, The Limited Liability Partnership Act, 2008, The Company Secretaries Act, 1980 and The Chartered Accountants Act, 1949. These officers are from the Indian Corporate Law Service cadre. 'ICLS' is an organised Group A service recruitment of which has been done by UPSC through Civil Service Examination since 2009 along with other services like IRS, IAS & IPS etc. There are currently 25 Registrars of Companies (ROC) operating from offices in all major states of India. Some states, such as Maharashtra and Tamil Nadu, have two ROCs each. Section 609 of the Companies Act, 1956 tasks the ROCs with the primary duty of registering companies and LLPs floated in the respective states and the union territories under their administration.
The ROCs also ensure that LLPs comply with the statutory requirements under the Companies Act. The office of the ROC maintains a registry of records related to companies registered with them and permits the general public to access this data on payment of a fee. The Union Government maintains administrative control over ROCs through Regional Directors. There are 7 Regional Directors, and they supervise the functioning of ROCs within their respective regions.
The Registrar of Company takes care of company registration (also known as incorporation) in India, completes reporting and regulation of companies and their directors and shareholders, and also oversees government reporting of various matters, including the annual filling of various documents.
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.
The Registrar of Companies in India has reserved the right to refuse to incorporate a company that creates an issue. The refusal of the company incorporation could stem from a variety of reasons. Suppose the Registrar has an objection with any of the clauses mentioned in the Memorandum of Association of the company, i.e. Name, Object, Registered Office, Capital and Liability clauses. In that case, they might refuse to incorporate the company. The Registrar has also been instructed not to incorporate any company with an objectionable name. Of course, in addition to any objectionable name, if the company’s objective seems unlawful to the registrar are obligated to refuse the registration of that particular company.
Created & Posted by Pooja
Income Tax Expert at TAXAJ
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