Registrar of Companies ( ROC ) India

Functions of ROC

• The ROC takes care of registration of a company (also referred to as incorporation of the company) in the country.
• 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 plays an essential role in fostering and facilitating business culture.
• Every company in the country requires the approval of the ROC to come into existence. The ROC provides an incorporation certificate which is conclusive evidence of the existence of any company. A company, once incorporated, cannot cease unless the name of the company is struck off from the register of companies.
• Among other functions, it is worthy to note that 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.
• Most importantly, the Registrar of Companies could also file a petition for winding up of a company.

Companies are Registered by ROC

No company can come into existence by itself. It requires a certificate of incorporation issued by the Registrar of Companies after the finalization of several statutory requirements. As part of the statutory process, the promoters need to submit several documents to the Registrar of Companies. These documents include Memorandum of Association (MoA), Articles of Association (AoA), the pre-incorporation agreement for appointing directors/ managing directors and the declaration by an authorized person confirming that requirements relating to registration have been adhered to.

After authenticating the documents, the ROC inputs the company’s name in the register of companies and releases the certificate of incorporation. The Registrar together with the certificate of incorporation also issues a certificate of commencement of business. A public limited company is required to get this certificate prior to commencing business.

ROC Can Say a No to Registering a Company

ROC can refuse to register a company on various grounds. The Memorandum of Association (MOA) which is filled with the registrar comprises of five clauses viz. name clause; objects clause; registered office clause; capital clause and liability clause.

The registrar needs to ensure that no registration is allowed for companies having an objectionable name. The registrar could also decline to register any company which has unlawful objectives.

Role of ROC Persists Even After the Registration of a Company

There is no end to the association of the ROC and a company. For instance, a company might require changing its name, objectives or registered office. In every such instance, a company would have to intimate the ROC after completion of the formalities.