Company Registration

Role of Registrar in Company Registration

According to Section 2(75) of the Companies Act defines Registrar as the person who is either the Additional Registrar, Joint Registrar, Deputy Registrar, or an Assistant Registrar who carries the duty of registering a company, and various functions as described in Companies Act, 2013. This article describes the Role of the Registrar in Company Registration.

Registrar of Company is the body established under the Ministry of Corporate Affairs (MCA),  The governing provision is section 396 of Companies Act, 2013. This section says that the government can appoint as many numbers of registration offices for Company Registration. The Act applies to the States and Union Territories.

The objective of establishing ROC is to carry out Company Registration and Limited Liability Partnership Registration.  Apart from this the ROC carries out administering the functioning of the companies registered across India. It is considered as the “registry of recorders”. There are 22 offices of ROC across India.

Functions of Registrar of Companies (Company Registration)

1. 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:

1. 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;

1. To commence business within one year from the date of its incorporation
2. 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.
3. 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^[1] 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.

Exception

The above provision does not apply to Section 8 Companies.

Conclusion

It can be concluded that the majority functions and powers of Registrar of companies are:

S.N	Section no	Particulars
1.	Section 77(2)	Issuance of certificate of registration charge without which charge cannot be taken into account by liquidators
2.	Section 81	Keep a register of Charges
3.	Section 93	The Return has to be filed with Registrar in case the Promoter changes
4.	Section 137	Copy of Financial statements to be filed with Registrar
5.	Section 157	Company to inform Registrar about the Identification Number
6.	Section 204	After inspection and inquiry submit the report to Central Government

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