Registrar of Companies(ROC) India
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.The Registrar of Companies also certifies that LLPs (Limited Liability Partnerships) comply with the legal requirements contained in the Limited Liability Partnership Act, 2008.
- 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.
- Most importantly, the Registrar of Companies could also file a petition for winding up of a company.
The ROCs are located in different states/UTs and the companies must file registration applications with the ROCs under whose jurisdiction their principal place of business is located. All companies must subsequently file annual forms only with the ROC from where they have obtained company registration.
No company can come into existence by itself. It requires a certificate of incorporation issued by the Registrar of Companies after the finalization of several statutory requirements. As part of the statutory process, the promoters need to submit several documents to the Registrar of Companies.
The documents to be submitted to the ROC include Memorandum of Association (MoA), Articles of Association (AoA), the pre-incorporation agreement for appointing directors/ managing directors and the declaration by an authorized person confirming that requirements relating to registration have been adhered to.
After authenticating the documents, the ROC inputs the company’s name in the register of companies and releases the certificate of incorporation. The Registrar together with the certificate of incorporation also issues a certificate of commencement of business. A public limited company is required to get this certificate prior to commencing business.
ROC can refuse to register a company on various grounds. The Memorandum of Association (MOA) which is filled with the registrar comprises five clauses viz. name clause; objects clause; registered office clause; capital clause and liability clause.
The registrar needs to ensure that no registration is allowed for companies having an objectionable name. The registrar could also decline to register any company which has unlawful objectives.
There is no end to the association of the ROC and a company. For instance, a company might require changing its name, objectives or registered office. In every such instance, a company would have to intimate the ROC after completion of the formalities.