Registrar of Companies (ROC): Full Form, Role, Functions and Scope

What is Registrar of Companies?

A Registrar of Companies (ROC) is a governmental authority responsible for the registration and administration of companies and Limited Liability Partnerships (LLPs), under the Companies Act, 2013 and Limited Liability Partnership Act, 2008 respectively. Section 396 of the Companies Act specifies the powers and duties of the ROC, and the Central Government has the power to appoint the registrars along with joint, deputy, and assistant registrars. In India, the ROC offices are established under the Ministry of Corporate Affairs (MCA), and each state and union territory has its own ROC office. The Registrar of Companies ( ROC) plays a crucial role in maintaining transparency, accountability, and legal compliance within the corporate sector. All the registered companies are required to file their registration application with the ROC of their principal place of business and they are required to file the annual filing forms with that ROC as well. ROC maintains all the information about the company and all the changes like changes in logo, change in address, change in place of business, and all such information is to be filed with the ROC and the company has to get the approval of the ROC only then they can administer the changes.

Full-Form of ROC

ROC stands for Registrar of Companies, incorporated under the Ministry of Corporate Affairs (MCA) and regulated by the Central Government. ROC has the main task of maintaining records of all the companies registered under their jurisdiction.

Role of Registrar of Companies (ROC)

The Registrar of Companies (ROC) plays a crucial role in the regulatory framework governing companies in India. The role of ROC can be understood in detail with the help of the following points:

1. Company Registration: ROC’s crucial role is to take up the responsibility of the registration of new companies in accordance with the Companies Act, 2013. It reviews and approves the documents required for registration, including the memorandum of association and articles of association.

2. Maintain Record: ROC is entrusted with the task for ensuring that companies are appropriately enrolled, and when enlisted they record accounts and other data accurately. ROC check and examine all the documents and information submitted in SPICE+ format.

3. Name Approval: ROC approves and reserves the name which is applied for the registration, a company has to select different names and the name preference is intimated to the ROC, then ROC verifies that the preferred names are not already registered with any other ROC, and if deem fits ROC approves the name to the company.

4. Issuing Director Indentification Number (DIN): ROC has the authority to issue DIN to the directors or designated partners of the company/LLP. DIN is one of the most important authorization given to the director, it is a unique identification number which is provided to directors and designated partners by which they authorize documents, digitally sign agreements, contracts, approves reports, etc.

5. Issuing Certificate of Incorporation (COI): Certificate Of Incorporation (COI) is the proof of formation of company, it’s like the birth certificate of the company which signifies that company is in existence and its separate legal entity in the eyes of law. No company can commence its business operations without obtaining COI. A list of documents is required to be filed with ROC and on satisfaction, ROC may issue COI.

6. Allotment of Corporate Identity Number (CIN): CIN is corporate identity number, which is a unique number allot to the company after incorporation. CIN is also mentioned on the COI, and is used for all the contracts and agreements the company enters.

7. Maintain Register: ROC maintains a register of companies where all the details related to company is available. The ROC also keeps the record of promoters, directors, their addresses, and their details. ROC also maintains details of members and shareholders.

8. Maintains Record of all Alteration: Company might be required to change its name, objectives or registered office. In every such instance, a company would have to take the approval of the ROC first before making any alteration in the company’s MOA, AOA or LLP’s agreement.

How are Companies Registered with ROC?

Any company wishing to commence operation in India has to get itself registered with ROC under the Companies Act 2013. The procedure of registration has been discussed below:

1. Minimum Person Requirement: To form a company there is a initial requirement of minimum members to subscribe their names to a memorandum, in case of a public company minimum number of person required is seven, and in case of private company the minimum requirement is of two persons.

2. Filing of Documents with Registrar: To register under the ROC, a company has to submit a wide range of documents, including the Memorandum of Association (MOA) and the Articles of Association (AOA,) as per the compliance requirements provided by Companies Act 2013. The company has to file the pre-incorporation agreement for directors and managing director’s appointments, and all the details of subscribers of memorandum and all directors, along with a document signed by an authorized individual declaring that all the compliance and requirements for the incorporation are met by the proposed company and all the knowledge and facts are true as per there knowledge. Fees as required by the law is also required to be paid to ROC.

3. Requirement of Declaration: All the members who have subscribed to the memorandum and all the directors who are named in the Memorandum of Association (MOA) are required to provide a declaration that they have not committed fraud and they have not committed any offense under the Companies Act during last 5 years. A declaration from person who is engaged in formation is also required like from a CA, lawyers, CS, etc.

4. Issuance of Certificate of Incorporation (COI): Once all the documents are filed with the ROC, they check and verify all the details and on satisfaction, ROC register all the documents and issue Certificate of Incorporation that signifies the company is now a separate legal entity and is registered under Companies Act 2013. ROC also issues Corporate Identity Number, which is a distinct identification number of the company. The company is required to maintain all the documents and records till the dissolution of the company.

Functions of Registrar of Companies (ROC)

The Registrar of Companies (ROC) performs several important functions related to the registration, regulation, and maintenance of company’s record by operating within its jurisdiction. Some of the key functions includes:

1. Company Incorporation: The ROC is responsible for the process of incorporation of new companies. This involves approving the company’s name, verifying its documents, issuing the certificate of incorporation and issuing Corporate Identity Number.

2. Company Name Approval: The ROC ensures that new company names are unique and are not similar to existing companies. It approves or rejects proposed company names as per the availability and makes sure no copyright infringement takes place.

3. Maintaining the Register: The ROC is also required to maintain a register of all companies registered within its jurisdiction. This register includes all the details about the company’s directors, shareholders, registered office address, and other statutory information which is primary and important documents.

4. Regulatory Compliance: The ROC monitors and enforces compliance with legal and regulatory requirements as per the provisions given in Companies Act. ROC ensures companies file their Annual Returns, Financial Statements, and other necessary documents on time and all the details and returns are accurate.

5. Corporate Governance: The ROC promotes good corporate governance practices among registered companies. It also monitors adherence to corporate laws and other regulations related to governance and ethics. ROC not only ensures that Companies Act provisions are followed, but FEMA, SCRA, SEBI and other rules are also followed.

6. Approving Changes: In case of any significant changes within a company, such as changes in the company’s structure, directors, or registered office address, name change all this often require approval from the ROC.

7. Public Access to Information: The ROC serves as a repository of information about registered companies and allow general public to access the documents of their concern. Certain information, such as the company’s registered address and directors, register of member is accessible to the public at payment of prescribed fees.

8. Investigations and Legal Actions: The ROC has the authority to conduct investigations into a company’s affairs in case there are any suspicions of misconduct or non-compliance with the law. It can also initiate legal actions against companies or their directors in case of violations by conducting search and seizure.

9. Dissolution and Striking Off: The ROC oversees the process of dissolving companies as well, either through voluntary means by the company’s decision or compulsory means i.e. by the ROC’s decision. It can also strike off companies name from the register if they fail to comply with regulations.

Requirements to Get Registered with ROC

A Registrar of Companies (ROC) is a regulatory authority that regulate and maintain the records various aspects of company registration, compliance, and ongoing reporting. However certain requirements are to be fulfilled on the part of the company in this aspect. This can be understood in detail:

1. Requirements of Each Form: Each ROC form has certain specific requirements with regard to the documents to be uploaded for registration or alteration.. A company has to check the ROC form to be submitted in respect to any change occurring in the company or the performance carried out by the company. The company is required to follow all the regulations like conducting Annual General Meeting (AGM), Passing a Board Resolution and should intimate ROC and complete filing of the forms.

2. Scanned Copies of Required Documents: All the copies of the important documents like financial statements, board resolutions for change in address, etc. and such other documents should be duly signed with the company’s seal and all the designated directors. The forms must be signed by the Company Secretary of the company as well. The company should ensure to execute all the documents on the letter head of the company. The original signed documents should be scanned and uploaded with the applicable ROC forms. In some cases DIN is also required.ROC requires all the updates related to any changes to safeguard the interest of the stakeholders.

3. Filing of Annual Accounts: In the case of filing of Annual Accounts, the company is required to submit the report of the Board of Directors meeting, Auditors’ Report, details of Financial Statements and other details as may be applicable to ROC. The company has to also mention the details of their principal business and services and the turnover.

4. Affixing Digital Signature: All ROC forms should be digitally signed by one or two directors of the company, as may be prescribed. Certain forms are also required to be digitally signed by a practicing professional viz a Chartered Accountant or a Cost Accountant or a Company Secretary.

5. Payment of Filing Fee: Companies have to pay a filing fee, as may be prescribed. The fee has to be paid online during the submission of the forms. The form submission will be considered complete only when the applicable fees is also paid. In a case of delayed filing of any of the forms, additional fee is required to be paid for the submission of the forms. Such additional fees is required to be paid along with the normal filing fee.

6. Filing of Charge: A charge (mortgage) created by a company is required to be registered with the Registrar within thirty days of its creation in such form as may be prescribed along with fees. In case of any modification or cancellation of charge, the same is also required to be intimated to the ROC.

Scope of Registrar of Companies (ROC)

Scope generally encompasses various powers and functions related to the designation. Here’s a broader view of the scope of the ROC:

1. Powers in Relation to Registration of Companies: The Certificate of Incorporation issued by ROC signifies that the company is said to be born only from the date mentioned in the certificate of incorporation. Not only does the certificate create the company, it also is the conclusive evidence that all requirements of this act have been complied and are true and fair.

2. Powers in Relation to Mortgage and Charges: The ROC is allowed to make entries of satisfaction, etc., after receiving evidence that, the debt for which charge is given has been paid or satisfied in whole or in part or a part of the property or undertaking charged has been released from the charge or has ceased to be a part of the company’s property.

3. Powers Related to Inspection, Inquiry, and Investigation: As per the provisions of Section 206 of the Companies Act, 2013, the Registrar may require any company to furnish all the information or explanation or produce any document, if after scrutinizing of any document or on receiving any information, ROC is of the opinion that such documents are necessary for further investigation. ROC may seek its reply and order an inquiry against the company.

4. Power of Registrar to Remove Name from Register of Companies: The Registrar can send a notice to the company and all its directors telling them that he has the reasons to remove the name of the company from the register. They are accordingly called upon to send their reply along with copies of relevant documents within 30 days from the date of the notice of ROC. ROC can send such notice if company has failed to commence its business within one year of its incorporation, subscribers to the memorandum have not paid the subscription money within 180 days or company is not carrying on any business for 2 immediately preceeding financial years.