Introduction
A company, whether it is a public limited company or a private company or section 8 company etc. shall comply with the provisions of the Companies Act, 2013 (‘Act’ for short) whichever are applicable to the particular company. In addition the said company is to file the required forms at a particular date or periodically within the stipulated date as prescribed in the Companies Act, 2013. The forms are to be filed in MCA portal in V2 and V3 portal.
Fee
Section 403 of the Companies Act, 2013 read with Rule 12(1) of the Companies (Registration Offices and Fees) Rules, 2014 (‘Rules’ for short) provides that the documents required to be submitted, filed, registered or recorded or any fact or information required or authorized to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fee as applicable.
If the required form under Section 92 or section 137 is not submitted within the time stipulated the said form shall be filed with fee along with the additional fee as may be prescribed, which shall not be less than Rs.100/- per day and different amounts may be prescribed for different classes of companies. In other cases such additional fee as may be prescribed shall be payable along with normal fees.
Where there is default on two or more occasions in submitting, filing, registering or recording of such document, fact or information, as may be prescribed, it may, without prejudice to any other legal action or liability under this Act, be submitted, filed, registered or recorded, as the case may be, on payment of such higher additional fee, as may be prescribed
If no e-form is prescribed under the various rules prescribed under the Act, the document or application shall be filed through Form No.GNL.1 or GNL.2 along with fee as applicable and in case a single form is prescribed for multiple purposes, the fee shall be paid for each of the purposes contained in the single form. The fee shall be paid by means of credit card; or internet banking; or remittance at the counter of the authorized banks or any other mode as approved by the Central Government.
All fees, charges, and other sums received by any Registrar, Additional, Joint, Deputy or Assistant Registrar or any other officer of the Central Government in pursuance of any provision of this Act shall be paid into the public account of India in the Reserve Bank of India.
Fee payable under Section 403
The Registration charges payable in respect of One Person Company (‘OPC’ for short) and small companies-
- Nominal share capital is less than or equal to Rs. 10,00,000 - Fee is NIL.
- Nominal share capital exceed Rs.10,00,000, the fee of Rs. 2000 with the following additional fees regulated according to the amount of nominal capital: For every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and up to Rs.50,00,000. - Rs.200/-
- For filing a notice of any increase in the nominal share capital of a company, the difference between the fees payable on the increased share capital on the date of filing the notice for the registration of a company and the fees payable on existing authorized capital, at the rates prevailing on the date of filing the notice:
- nominal share capital does not exceed Rs. 10,00,000 - Rs.2000/-
- for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and up to Rs.50,00,000 - Rs.200/-
The Registration charges payable in respect of companies other than OPC and small company -
- For registration of a company (other than OPC and small companies) whose nominal share capital is less than or equal to Rs. 10,00,000 at the time of incorporation - Fee - NIL.
- For registration of a company (other than OPC and small companies) whose nominal share capital exceed Rs.10,00,000, the fee of Rs. 36,000 with the following additional fees regulated according to the amount of nominal capital -
- for every Rs.10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 up to Rs.50,00,000.- Rs300/-;
- for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs.50,00,000 up to Rs. 1 crore - Rs.100/-;
- for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. - Rs.75/-.
- For filing a notice of any increase in the nominal share capital of a company, the difference between the fees payable on the increased share capital on the date of filing the notice for the registration of a company and the fees payable on existing authorized capital, at the rates prevailing on the date of filing the notice:
- nominal share capital does not exceed Rs.1 lakh - Rs.5000/-;
- for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs.10,00,000 and up to Rs. 50,00,000 - Rs.200/-
- for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 up to Rs. 5,00,000. - Rs.400/-
- for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 5,00,000 up to Rs.50,00,000. - Rs.300/-
- for every Rs. 10,000 of nominal share capital or part of Rs.10,000 after the first Rs. 50,00,000 up to Rs. one crore. - Rs.100/-
- for every Rs.10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. - Rs.75/-.
For submitting, filing, registering or recording any document by this Act required or authorized to be submitted, filed, registered or recorded-
- a nominal share capital of less than Rs. 1,00,000. - Rs.200/-
- nominal share capital of Rs. 1,00,000 or more but less than Rs. 5,00,000. - Rs.300/-
- nominal share capital of Rs. 5,00,000 or more but less than Rs. 25,00,000.- Rs.400/-
- nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more.- Rs.500/-
- nominal share capital of Rs.1 crore or more. - Rs.600/-.
For making a record of or registering any fact by this Act required or authorized to be recorded or registered by the Registrar-
- a nominal share capital of less than Rs. 1,00,000. - Rs.200/-
- nominal share capital of Rs. 1,00,000 or more but less than Rs. 5,00,000. - Rs.300/-
- nominal share capital of Rs. 5,00,000 or more but less than Rs. 25,00,000.- Rs.400/-
- nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more.- Rs.500/-
- nominal share capital of Rs.1 crore or more. - Rs.600/-.
In respect of a company not having a share capital registration fee payable is-
- number of members as stated in the articles of association, does not exceed 20.- NIL
- number of members as stated in the articles of association, exceeds 20 but does not exceed 200 - Rs.2000/-
- number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of ₹ 5,000 with an additional ₹ 10 for every member after first 200.
- number of members is stated in the articles of association to be unlimited- Rs.10000/-
Additional fee and higher additional fee
The following additional fee and higher additional fee (in certain cases) shall be applicable for delay in filing of forms other than for increase in Nominal share capital or forms under section 92/ 137 of the Act or forms for filing charges.
- Up to 15 days (section 139 and section 157) - Additional fee - one time of normal fee;
- More than 15 days and up to 30 days (Section 139 and 157) and up to 30 days in remaining forms-
- Additional fee - 2 times of normal filing fees;
- Higher Additional Fee - 3 times of normal filing fees.
- More than 30 days and up to 60 days-
- Additional fee - 4 times of normal filing fees;
- Higher Additional Fee - 6 times of normal filing fees.
- More than 60 days and up to 90 days-
- Additional fee - 4 times of normal filing fees;
- Higher Additional fee - 9 times of normal filing fees;
- More than 90 days and up to 180 days-
- Additional fee - 10 times of normal filing fees;
- Higher Additional fee - 15 times of normal filing fees.
- Additional fee - 12 times of normal filing fees;
- Higher Additional fee - 18 times of normal filing fees.
Higher additional fees shall be payable, if there is a delay in filing e-form INC-22, or e-form PAS-3 on two or more occasions, within a period of 365 days from the date of filing of the last such belated e-form for which additional fee or higher additional fee, as the case may be, was payable. Wherever higher additional fee is payable, additional fee shall not be charged.
Fee for forms under section 92 or 137
In case the period within which a document required to be submitted under section 92 or 137 of the Act expires, the additional fee mentioned as below-
- Delay beyond period provided under Section 92 (4) of the Act - Additional fee payable is Rs.100/- per day;
- Delay beyond period provided under Section 137 (1) of the Act - Additional fee payable is Rs.100/- per day.
Fee for forms other than section 92 or 137
In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether in the Companies Act, 1956 or the Companies Act, 2013 the following additional fee mentioned in Table shall be payable-
- Up to 30 days - 2 times of normal filing fees + Rs.100/- per day;
- More than 30 days and up to 60 days - 4 times of normal filing fees + Rs.100/- per day;
- More than 60 days and up to 90 days - 6 times of normal filing fees + Rs.100/- per day;
- More than 90 days and up to 180 days - 10 times of normal filing fees + Rs.100/- per day;
- Beyond 180 days - 12 times of normal filing fees + Rs.100/- per day.
Fees for filing charge documents
The following additional fees or ad valorem fees as the case may be, shall be payable with effect from 1st August, 2019 for filing charge documents-
- Up to 30 days - for small companies and One Person Company (‘OPC’ for short) - 3 times of normal fees; other than small companies and OPC - 6 times of normal fees;
- More than 30 days and up to 90 days - for small companies and OPC - 3 times of normal fees plus an ad valorem fee of 0.025% of the amount secured by the charge, subject to the maximum of Rs.1 lakh; other than small companies and OPC - 6 times of normal fees, plus an ad valorem fee of 0.05% of the amount secured by the charge, subject to the maximum of Rs.5 lakhs.
Fees for approval of Government or Tribunal
Section 459(2) of the Companies Act, 2013 provides that every application which may be, or is required to be, made to the Central Government or the Tribunal under any provision of this Act-
- in respect of any approval, sanction, consent, confirmation or recognition to be accorded by that Government or the Tribunal to, or in relation to, any matter; or
- in respect of any direction or exemption to be given or granted by that Government or the Tribunal in relation to any matter; or
- in respect of any other matter, shall be accompanied by such fees as may be prescribed
shall be accompanied by such fees as may be prescribed. Different fees may be prescribed for applications in respect of different matters or in case of applications by different classes of companies.
The fees payable is as detailed below-
- For application made by a company-
- By a company having an authorized share capital of-
- Up to Rs.25, lakhs - fees - OPC and Small companies - Rs.1000/-; other than OPC and small companies - Rs.2,000/-;
- More than Rs.25 lakhs and up to Rs.50 lakhs - OPC and Small Companies - Rs.2500/- and other than OPC and small companies - Rs. 5000/-
- More than Rs.50 lakhs and up to Rs.5 crores - Other than OPC and small companies - Rs.10,000/-;
- More than Rs.5 crores and up to Rs.10 crores - Other than OPC and small companies - Rs.15000/-;
- More than Rs.10 crores - Other than OPC and small companies - Rs.20,000/-.
- By a company limited by guarantee but not having a share capital - Rs.2,000/-
- By an Association or proposed company for issue of license under section 8 of the Act - Rs.2,000/-
- By a company having a valid license issued under section 8 of the Act - Rs.2,000/-
- By a foreign company - Rs.5000/-
- Application for allotment of Director Identification Number (DIN) under section 153 of the Act - Rs.500/-
Name Reservation
Every application to the Registrar of Companies filed by any person for reservation of name under section 4(4) of the Act shall be accompanied with the fee of Rs.1000/-
Fees payable for dormant company
Section 455(5) of the Act provides that a dormant company shall file such documents and pay such annual fee as may be prescribed to the Registrar to retain its dormant status in the register. It may become an active company on an application made in this behalf accompanied by such documents and fee as may be prescribed.
The fee payable under section 455(5) is varying OPCs and small companies & other than OPC and small companies. The fees payable is as detailed below-
- The fee payable for an application to become a dormant company the fee payable shall be depending upon the authorized share capital-
- Authorized share capital up to Rs.25 lakhs - the fee is Rs.2000/-;
- More than Rs.25 lakhs and up to Rs.50 lakhs - the fee is Rs.5000/-;
- More than Rs.50 lakhs and up to Rs.5 crores - the fee is Rs.10000/-;
- More than Rs. 5 crores and up to Rs.10 crores - the fee is Rs.15000/-;
- More than Rs.10 crores - the fee is Rs.20000/-
- By a company limited by guarantee but not having a share capital - the fee is Rs.2000/-.
- By OPC and small companies-
- Authorized share capital up to Rs.25 lakhs - the fee is Rs.1000/-;
- Authorized share capital more than Rs.25 lakhs and up to Rs. 50 lakhs - Rs.2000/-
Fee for inspection
Section 399(1) of the Act provides that any person may-
- inspect by electronic means any documents kept by the Registrar in accordance with the rules made, being documents filed or registered by him in pursuance of this Act, or making a record of any fact required or authorized to be recorded or registered in pursuance of this Act, on payment for each inspection of such fees as may be prescribed;
- require a certificate of the incorporation of any company, or a copy or extract of any other document or any part of any other document to be certified by the Registrar, on payment in advance of such fees as may be prescribed.
- Fee for inspection under section 399(1)(a) of the Act is Rs.100/-;
- Fee for obtaining certified copies of documents under section 399(1)(b) of the Act - For copy or extract of other documents including hard copy of such document on computer readable media – Rs. 25 per page.
Registration of documents by companies incorporated outside India
Section 385 of the Act provides that there shall be paid to the Registrar for registering any document required by the provisions of this Chapter to be registered by him, the fee of Rs.6000/- for each document.
Fee for removal of names
Section 248(2) of the Act provides that a company may, after extinguishing all its liabilities, by a special resolution or consent of 75% members in terms of paid-up share capital, file an application in the prescribed manner to the Registrar for removing the name of the company from the register of companies by paying a fee of Rs.5,000/-.
Fee for delayed filing of DIR-3 KYC
Rule 12A of Companies (Appointment and Qualification of Directors) Rules, 2014 provides that every individual who holds a Director Identification Number (DIN) as on 31st March of a financial year as per these rules shall, submit e-form DIR-3-KYC for the said financial year to the Central Government on or before 30th September of immediate next financial year.
Fee payable in delayed case is Rs.5000/-.
Fee for delayed filing of e-ACTIVE
Rule 25A of the Companies (Incorporation) Rules, 2014 provides that every company incorporated on or before the 31.12.2017 shall file the particulars of the company and its registered office, in e-Form ACTIVE (Active Company Tagging Identities and Verification) on or before 15.06.2019.
The fee payable for delay filing is Rs.10000/-.
Penalty
Section 403 (2) of the Act provides that where a company fails or commits any default to submit, file, register or record any document, fact or information before the expiry of the period specified in the relevant section, the company and the officers of the company who are in default, shall, without prejudice to the liability for the payment of fee and additional fee, be liable for the penalty or punishment provided under this Act for such failure or default.
