The Companies (Registration Offices and Fees) Rules 1 came into effect on April 1, 2014, when they were officially published in the Gazette of India. The act reaffirms multiple essential legal definitions of terms including Act, Annexure, Certifying Authority, Digital Signature, Digital Signature Certificate, electronic records and registries, forms and e-forms, regional directors, registrar’s facilitation and straight through process. Most definitions or re-affirmations are precedented by the provisions of the Companies Act 2, the Information Technology Act 3 and other Central Government Rules and Forms.
The Registration Office and Fees Rules specifically deals with the powers and duties of registrars and their established offices, the authentication and maintenance of procedural documents and legalities regarding registration fee payments. Some of the major provisions of the Rules are as follows – 4
1. Business Activity – This rule sets out all the conditions under which an organization is deemed to be involved in business activity. In order to be carrying out business activity, a company, both Indian and foreign, need to undertake B2B or B2C commercial transactions, or be involved in the deposit related activity, or undertake financial settlements, or offer online services, or undertake data communication-related services.
2. Registration Offices – As per this rule, the Central Government will establish an appropriate number of registration offices and determine their jurisdictions in all regions across the country. Their working hours and guidelines for public interaction shall also be determined by the Central Government.
3. Powers and Duties of Registrars – The Registrars across the offices in the country shall exercise power and discharge duty as per the provisions of the rules or other specific responsibilities delegated to them by the Central Government. In a time of absence of the officially appointed registrars, only other government-appointed personnel can discharge the duties of the registrar. In the event of the Central Government altering the constitution of current existing registries, new officials in the government established offices are to be appointed by the Central Government keeping in mind any local situations or factors.
The Registrars shall also be issued with special seals bearing the words Registrar of Companies, _______ (Place and State).
4. Manner and Conditions of Filing – Every application, declaration, financial statements, memorandum or any other document, communication or intimation that needs to be filed or delivered under the Act, shall be done in electronic formats such as PDF or other specified formats from any relevant prior government rules.
5. Authentication of Documents – Documents are to be authenticated using authorized signatures using the medium of digital signatures. The rules also lay out further provisions regarding circumstances where the directors or secretaries of the company might change, the availability of a Central Government run electronic registries, responsibilities regarding complete submission of documents etc.
6. Maintaining Documents Electronically – Similar to the rule regarding authentication of the documents, this rule elaborates more on the government-run electronic registries, duties of the registrar with regard to maintaining documents and communications between the registrar and company officials and need to maintain a consistent medium of contact such as e-mail IDs to acknowledge the receipts of notices and other communications. There also exists a separate rule regarding the procedure for receipt of any application or form or document electronically
7. Vacation or Removal of Directors – As per this rule, the Registrar is required to verify all relevant documents in the event of vacation or removal of directors. If the Registrar on investigation finds out that the company has violated any provisions of the Act or rules, he or she shall refer the matter to the Regional Director concerned who shall give a ninety-day window of clarification from the outgoing director.
8. Fees and Mode of Payment – This rule requires that those documents are submitted or recorded to be registered under the Act shall be admitted and accepted only on the payment of the required fee or any additional fees as applicable. The applicable fees shall be paid for via the medium of a credit card, internet banking or remittance to authorized banks approved by the Central Government.
9. Inspection of Documents – Any person may inspect documents maintained by the Registrar, being documents filed or registered by him in pursuance of the Rules or the Companies Act, 1956, or make a record of any facts that are required to be recorded in pursuance to the Rules, on payment of an inspection fee.
The Rules further contain sample templates of the multiple forms and documents that companies might require at the time of registration. These include Form No. GNL 1, 2 and 3 all of which are pursuant to the provisions of either the Companies Act or the Companies (Registration Offices and Fees) Rules itself. 5
1. Companies (Registration Offices and Fees) Rules, 2014
2. The Companies Act,2013 – Act No.18 of 2013
3. Information Technology Act, 2000 – Act 20 of 2000
4. The numbering of the given rules are not to be confused with the Rule Numbers of the original Companies (Registration Offices and Fees) Rules, 2014
5. See mca.gov.in – NCA Rules - Chapter 24 for a full list of Rules, Form Templates and Annexures