Company (Registration Offices and Fees) Rules, 2014

The highlights of Company (Registration Offices and Fees) Rules, 2014 introduced by the Central Government.

Business Activity in India

All companies (including foreign companies) which pursues any business in India through electronic mode (central server inside/outside India) which; undertakes B2B (Business to Business) and B2C (Business to Customer) transactions, data interchange or other digital supply transactions; offers to accept/invite deposits or subscriptions of securities for Indian citizens based at India or abroad ; and Offers telemarketing, telecommuting, telemedicine, education and information research and other data communication services via e-mail, mobile services, social media, cloud computing or voice/data transmission would be deemed to have carried out a business in India.

Registrar of Companies (ROC)

Registrars of Companies (ROC) are bestowed with the responsibility of registering companies and LLPs in India. Also, they are vested with the task of ensuring the compliance of the companies with the statutory requirements of the Act. The ROC’s are appointed under Section 609 of the Companies Act, and these offices function as a registry of records of companies registered with them. The Union (Central) government appoints Regional Directors to exercise administrative control over these offices. The Power and Duties of Registrars are governed by the relevant Act/Rules, as well as by the Central Government.

Manner and Conditions of Filing

All the required applications, financial statements, returns, declarations, particulars of charges, can be filed in PDF format or any such format specified in rules to the Registrar through the portal maintained by the Central Government.
In case the documents have to be filed on Non-Judicial Stamp Paper, the company should submit such documents in both physical and electronic form.
Physical submission of the documents are not required if the stamp duty for the same is paid online through the portal of the Central Government,
For certain documents which are not covered for payment of stamp duty through the portal of the Central government, the stamp duty in respective State is (<) or (=) Rs.100, the company shall scan such stamped documents and file electronically for evidencing by the Registrar.
The company should retain the duly stamped documents (relating to incorporation, changes in any of the clauses specified in the Memorandum and Articles of Association) in original for a minimum period of 8 years from the date of filing such documents.
Name, Address, Designation, membership number or Director Identification Number of the person signing the documents must be included in the documents. Failing which, the documents shall not be accepted.

Authentication of Documents

The E-form (explained below) should be authenticated by authorized signatories using a digital signature.
Form relating to change of Directors/secretaries has to be filed by the continuing Director/Secretary of the company.
The sole responsibility of ensuring the required documents to be attached lies with the person(who signs the form) and professional(certifying the form).
The application may contain a power of attorney issued to an advocate or Cost Accountant or Chartered Accountant(CA) which is supported by Board resolution to make representation to the approving authority.
Under section 448, 449 of Companies Act,2013, the person who files the application which contains false or misleading information are liable to be imprisoned and/or imposed with a penalty based on the provisions mentioned in the Act.
In the case of certification of any application (with misleading information), the Digital Signature Certificate shall be de-activated by the Central Government until the final call is made in this regard.
The Central Government should set up a portal to provide access to the electronic registry and required Registrar's Facilitation Offices for better facilitation of certification services.

List of E-forms filed by companies (except one person company and small companies) which should be pre-certified by CA or Company Secretary or Cost Accountant.

INC-21	INC-22	INC-28
PAS-3	SH-7	CGH-1
CGH-4	CGH-9	MGT-14
DIR-6	DIR-12	MR-1
MR-2	MSC-1	MSC-3
MSC-4	GNL-3	ADT-1
NDH-1	NDH-2	NDH-3

The Pre-Certification Manner for Certain E-Forms

GNL-1 - Certification by CA or Company Secretary or Cost Accountant. (optional) DPT-3 - Certification by Auditors of the company. MGT-10 - Certification by Company Secretary. AOC-4 - Certification by CA or Company Secretary or Cost Accountant. DIR-3 - Should be filed along with attestation of a photograph, identity proof and residence proof of applicant, by CA or Company Secretary or Cost Accountant.

Electronic Maintenance of Documents

The Central Government is mandated to set up and maintain a Centralised Electronic Registry for filing and storage of documents relevant to the provisions of the Companies Act,2013 and Company (Registration Offices and Fees) Rules, 2014. The Registrar can register and authenticate these documents through a valid Digital Signature. The Registrar shall issue certificate, notice, approval or acknowledgement in electronic mode. For reasons to be recorded in writing, the Registrar can publish the same in physical form by making his signature and affixing the seal of his office. A company is required to store and maintain all the documents, certificates, and communications sent by the Registrar, electronically (at all times).

Procedure on Receipt of Any Application

The Registrar should decide on an application within 30 days from the date of its filing except in cases where the Central Government's approval is required.
While pursuing an application, if the Registrar finds the necessity of additional information, he can intimate the same to the applicant and allow 15 days for furnishing such details.
The Registrar can reject the application if sufficient details are not provided within 15 days.
The applicant has to file again with payment of fee and additional fee when his application is made invalid.
If the documents filed under Straight Through Process is found to be defective by the Registrar, the inadequacies are intimated to the applicant so that he/she can file the documents anew.

Form No. GNL-4 shall be provided if any more details are sought.

Vacation or Removal of Directors

In the event of any vacancy or removal of directors before approval or invalidation of Form No. DIR-12, the Registrar should verify the correctness of the copy of Board resolution and the text of minutes of board meetings. The Registrar may refer the issue to the Concerned Regional Director if the company has violated the provisions of the Act or rules. The Regional Director should enquire the person who has been removed or vacated as director and intimate the Registrar within ninety days from the reference date.

Fees

Latest Notification on fees - 30th April 2019

As per the latest notification on 30th April 2019, the fee structure is revised for filing charge documents:

If charges created or modified before the 2nd November 2018, and allowed to be filed within a period of 300 days or 6 months from the 2nd November 2018, as the case may be, the following additional fees shall be payable:-

S.No	Period of Delay	Additional Fee applicable
1	Up to 30 days	2 times of normal fees
2	More than 30 days and up to 60 days	4 times of normal fees
3	More than 60 days and up to 90 days	6 times of normal fees
4	More than 90 days and up to 180 days	10 times of normal fees
5	More than 180 days	12 times of normal fees

If charges created or modified on or after 2nd November 2018, the following additional fees or advalorem fees shall be payable up to 31st July 2019 by all companies:

S.No	Period of Delay	Additional/Advalorem Fees applicable
1	Up to 30 days	2 times of normal fees
2	More than 30 days and up to 60 days	4 times of normal fees
3	More than 60 days and up to 90 days	6 times of normal fees

The following additional fee/advalorem fee shall be payable with effect from 1st August 2019:

S.No	Period of Delay	Small companies and One Person Company	Other than Small companies and One Person Company
1	Up to 30 days	3 times of normal fees	6 times of normal fees
2	More than 30 days and up to 60 days	3 times of normal fees plus an ad valorem fee of 0.025 per cent. of the amount secured by the charge, subject to the maximum of one lakh rupees.	3 times of normal fees plus an ad valorem fee of 0.025 per cent. of the amount secured by the charge, subject to the maximum of one lakh rupees.

Mode of Payment

Credit Card
Net Banking
Remittance at the counter of authorized banks

Inspection of Documents

Any person who has documents filed or registered under the Companies Act,2013 or Companies Act,1956, may inspect any record kept by the Registrar on payment of the inspection fee. Also read about Companies (Registration Offices and Fees) Second Amendment Rules, 2018 Government Fee for Company Registration