The Registrar of Companies (ROC) is an office within the Ministry of Corporate Affairs (MCA), which is responsible for company and limited liability partnership (LLP) administration in India. Registrars of Companies (ROCs) are currently active in all of the major states and territories. The ROCs are in charge of registering both companies and LLPs across the states and union territories, according to section 609 of the Companies Act, 1956.

The same powers granted to the ROCs under section 609 of the Companies Act, 2013 are now granted to them under section 396 of the Companies Act, 2013. The Registrar of Companies also certifies that LLPs (Limited Liability Partnerships) are in compliance with the Limited Liability Partnership Act of 2008.

Jurisdiction and Registration of ROC

Companies must file registration applications with the ROCs whose jurisdiction their principal place of business is located. The ROCs are located in different states/UTs, and companies must file registration applications with the ROCs whose jurisdiction their principal place of business is located. Following that, all companies must file yearly forms only with the ROC from whom they acquired company registration.

There is no way for a business to start up on its own. It necessitates the issuance of a certificate of incorporation by the Registrar of Companies following the completion of numerous statutory procedures. The promoters must submit many documents to the Registrar of Companies as part of the statutory process.

Memorandum of Association (MoA), Articles of Association (AoA), pre-incorporation agreement for appointing directors/ managing directors, and a certification by an authorized person certifying that registration requirements have been met are among the documents to be submitted to the ROC. 

The ROC enters the company’s name in the register of companies after validating the documents and issues the certificate of incorporation. In addition to the certificate of incorporation, the Registrar also issues a certificate of business start-up. Before starting a business, a public limited corporation must obtain this certificate.

Functions of ROC

• 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 could also ask for supplementary information from any company. It could search its premises and seize the books of accounts with the prior approval of the court.
• The Registrar of Companies could also file a petition for the winding-up of a company.
• earlier ROC was in charge of the approval of incorporation of companies, however, it was later transferred to the CRC department.

Filling resolution with ROC

Every resolution must be registered with the ROC within 30 days of being enacted, according to the terms of section 117 of the Companies Act, 2013. All such resolutions must be recorded with the Registrar of Companies.

The Companies Act of 2013 additionally stipulates a penalty for failure to file resolutions with the registrar within the required time frame. In other words, a company must notify the Registrar of Companies about all of its operations, such as hiring directors or managing directors, releasing prospectuses, designating sole-selling agents, or passing a resolution addressing voluntary winding up, among other things.