In India, the Ministry of Corporate Affairs designates the Registrar of Companies (ROC) to oversee businesses in the Industrial and Services Sector. Currently, there are 22 ROC offices in key states. Empowered by the Companies Act of 1956 and 2013, the ROC promotes business ethics and fosters a healthy corporate environment.
The Companies Act of 1956 empowers the Ministry to appoint the ROC, which oversees company incorporation and LLP registration across states and union territories. LLPs in India adhere to ROC Compliances. The Registrar maintains records of registered firms, accessible to the public upon payment. Administrative control lies with the Central Government, supported by Regional Directors overseeing seven regions.
Functions of Registrar of Companies
- Supervising company registration (incorporation procedure).
- Overseeing compliances, paperwork, and regulations.
- Providing information about shareholders and directors to government officials.
- Promoting ethical business cultures among member companies.
- Issuing incorporation certificates and handling the cessation process.
- Requesting information from businesses and conducting searches if suspicion of illegal activity.
- Filing petitions for the winding up of a business.
- Managing ongoing responsibilities, such as notifications of structural changes or business updates.
Company Registration under ROC
Any firm operating in India must register under ROC norms. The statutory procedure involves submitting documents like the Memorandum of Association (MOA), Articles of Association (AOA), pre-incorporation agreement, and a declaration of compliance. After authentication, the ROC issues the certificate of incorporation and, for public limited companies, a certificate of commencement of business.
ROC Refusal Right
The ROC reserves the right to reject the incorporation of a company for various reasons, including objections to provisions in the Memorandum of Association, an unpleasant name, or if the firm’s aim appears unlawful.
Power of Registrar of Companies
- Obtaining company registration through an application to the ROC.
- Making satisfaction and release entries without business approval.
- Requesting information, reviewing books, and conducting investigations.
- Power of search and seizure.
- Authority to remove a company’s name from the register of corporations.
Under the Companies Act 2013, the ROC in the Ministry of Corporate Affairs holds extensive responsibilities and functions, contributing significantly to the regulatory framework for businesses in India.