When discussing company legislation in India, two terms that often confuse entrepreneurs and business owners are, ROC (Registrar of Companies) and MCA (Ministry of Corporate Affairs). Although they are closely related and perform collaborative roles with respect to company regulation, they are distinct. If you are managing a Private Limited Company, LLP, or OPC, it is necessary to appreciate the differences between the ROC and MCA, as all your compliance from the stage of incorporation to your annual filings connects or relates to them.
This blog provides an explanation of what the MCA and ROC mean, their roles and functions, as well as the significant differences between the two.
What is the MCA (Ministry of Corporate Affairs)?
The Ministry of Corporate Affairs is the Government of India’s ministry that implements corporate affairs legislation. MCA regulates the functioning of companies, Limited Liability Partnerships, and other entities under the Companies Act, 2013.
Some of the main functions of MCA are –
- Administer the company law in India;
- Frame rules and policies related to companies and LLP;
- Supervise the work of the Registrar of Companies (ROC) and any regulatory body;
- Administer compliance portals, i.e. MCA21 online filing system;
- Supervise certain bodies, i.e. Serious Fraud Investigation Office (SFIO) and Competition Commission of India.
Again, MCA is the policymaker and regulates at the national level.
What is ROC (Registrar of Companies)?
The Registrar of Companies operates under the Ministry of Corporate Affairs. It is responsible for registering companies and for regulation and compliance at the state or regional level.
At this time, India has over 20 ROC offices across different states and union territories. Each ROC is assigned to a state or region.
Some typical responsibilities of a ROC are –
- Registering new companies and Limited Liability Partnerships.
- Maintaining a registry of all registered companies and LLPs.
- Approving incorporation documents such as the Memorandum of Association and Articles of Association.
- Ensuring orderly filing of annual returns, balance sheet and other necessary compliance documents.
- Taking any necessary action to remove the name of a company that is not in compliance with the law.
The ROC’s role is to ensure executive authority to implement MCA rules and regulations – and to be accountable for it on the operational level.
ROC Vs MCA: The Key Differences
| Aspect | MCA (Ministry of Corporate Affairs) | ROC (Registrar of Companies) |
| Nature | MCA is a central government ministry responsible for regulating corporate affairs across India. It functions at the national level and lays down the legal framework under which all companies and LLPs must operate. | ROC is a state or regional-level office working under the supervision of MCA. It is the local authority that directly interacts with businesses for registration and compliance matters. |
| Role | MCA acts as the policy maker. It drafts company law (such as the Companies Act, 2013), issues circulars, creates rules, and oversees corporate governance nationwide. | ROC plays the role of the executor. It implements MCA’s policies by approving incorporation applications, maintaining company records, and monitoring compliance filings in its jurisdiction. |
| Jurisdiction | MCA has jurisdiction across the entire country, covering every business entity registered under Indian company law. | Each ROC has jurisdiction over a specific state or union territory. For example, ROC Delhi oversees companies registered in Delhi and nearby regions, while ROC Chennai oversees companies in Tamil Nadu. |
| Functions | MCA manages the MCA21 portal, frames regulations, supervises bodies like the Serious Fraud Investigation Office (SFIO) and Competition Commission of India (CCI), and introduces compliance schemes and reforms. | ROC grants Certificates of Incorporation, maintains a public database of companies, checks annual returns and financial filings, and takes action such as striking off non-compliant companies. |
| Interaction with Businesses | Businesses do not interact with MCA directly. They follow the laws, rules, and forms issued by MCA through the online portal. | Companies interact directly with the ROC when registering a business, filing returns, or updating company details. The ROC verifies documents and ensures they are legally compliant. |
| Example | MCA created the Companies Act, 2013 and launched the MCA21 system to digitize corporate filings. | ROC Mumbai issues the Certificate of Incorporation when a company in Maharashtra is registered and later checks if the company files its annual returns on time. |
Significance of Understanding Differences for Companies
If you are an entrepreneur managing and running a business in India, here is the reason you should be conscious of the difference:
- At the time of incorporation, you file with the MCA portal but receive approval from the ROC.
- When filing for compliance, you file your annual returns and various forms with the MCA21 portal, but all the filings are reviewed and approved by the ROC.
- If there are legal considerations, the MCA has a penalty and compliance regime, but an ROC will enforce the regulations and laws.
To illustrate this concept,
Let’s just assume you are trying to register a Private Limited Company in Chennai –
- You upload the incorporation documents online on the MCA portal.
- The online application is sent to ROC Chennai to verify and approve the registration.
- The MCA provides rules and the legal background, while the ROC does the practical oversight.
Conclusion
The MCA (Ministry of Corporate Affairs) is the policy-making authority that regulates corporate law for India, while the ROC (Registrar of Companies) is the province-level executive authority that ensures compliance with the obligations covered under the same law.
For every business owner, it is important to separate the two, as all compliance matters relating to a company from incorporation to annual filings involve MCA and ROC in different capacities.
References
https://icai.org/
https://www.icsi.edu/home/
