Chapter XXIV: The Companies (The Registration Offices and Fees) Rules, 2014

[YAGAY andSUN]

The Companies (The Registration Offices and Fees) Rules, 2014 were introduced under the Companies Act, 2013 to establish the regulatory framework for the operation of Registration Offices and the prescribed fees for various filings and applications made by companies. These rules aim to streamline the functioning of the Registrar of Companies (RoC) and to ensure transparency and clarity in the fee structure for services rendered by the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013.

The rules outline the procedures related to the fees payable for various filings, including incorporation, registration, annual returns, and other forms, as well as the functioning of RoC offices across India. The goal of these rules is to provide a transparent system for companies to comply with their obligations under the Companies Act, 2013, and to regulate the payments for various processes handled by the MCA.

Key Provisions of the Companies (The Registration Offices and Fees) Rules, 2014

1. Registration Offices (RoC) in India

The Registrar of Companies (RoC) is the primary regulatory body responsible for registering companies, overseeing their functioning, and ensuring compliance with the provisions of the Companies Act, 2013. The following provisions relate to the operational aspects of RoC offices:

1. Establishment of RoC Offices:
   • The rules recognize that the Registrar of Companies operates from various offices in different regions, each having jurisdiction over a specific geographical area.
   • The RoC offices are responsible for maintaining records of companies, including their incorporation, annual filings, changes in their structure, directors, and other essential corporate details.
2. Jurisdiction of RoC:
   • The country is divided into multiple regions, and each regional RoC has jurisdiction over a particular set of states and union territories.
   • These regional offices are responsible for the registration, regulation, and monitoring of companies within their jurisdiction.
3. Appointment of Officers:
   • The Ministry of Corporate Affairs (MCA) appoints officers such as Registrar, Additional Registrar, Deputy Registrar, and Assistant Registrar to manage and oversee the day-to-day operations of the RoC.
   • These officers are responsible for processing applications, conducting inspections, and ensuring compliance with the provisions of the Companies Act.

2. Filing Fees Under the Companies Act, 2013

The rules specify the various fees payable by companies to the Registrar of Companies for different types of filings, registrations, and submissions. The fee structure is designed to promote efficiency and transparency in the process.

1. Incorporation Fees:
   • Incorporation of Companies: The fee for incorporating a company varies depending on the authorized capital of the company. A company with higher authorized capital will attract higher fees.
     • For example, a private limited company with a low authorized capital will attract a lower fee, while a public limited company with a higher authorized capital will incur a higher fee.
2. Annual Filing Fees:
   • Companies are required to file annual returns and financial statements. The fees for filing Form MGT-7 (Annual Return), Form AOC-4 (Financial Statements), and other forms are also prescribed.
   • These fees are typically determined based on the company’s paid-up share capital.
3. Other Filings and Applications:
   • Change of Name: A fee is charged for the application to change a company’s name.
   • Change in Share Capital: Companies filing for an increase or reduction in their share capital are required to pay applicable fees.
   • Filing for Board and Shareholder Resolutions: Certain forms, like Form MGT-14, require a fee when submitting special resolutions to the RoC.
4. Fees for Filing with Regional RoC:
   • Fees are also applicable for filings made to the respective regional RoC offices based on the type of service or submission required.
   • For example, the filing of charges on the assets of the company, such as the creation of security interests, requires payment of specific fees.
5. Late Filing Fees:
   • In cases where a company fails to file documents within the prescribed time, late fees may be charged in addition to the normal filing fee.
   • These late fees vary depending on the type of document being filed and the delay period.
6. Fee Payment Methods:
   • The fee payments can be made electronically through the MCA portal using various payment methods such as net banking or credit card.
   • For manual filings, payments can be made through demand drafts or other forms of payment accepted by the RoC.

3. Fee Structure for Various Filings

The following is an overview of the key filings and the associated fees (as per the rules):

Type of Filing	Fee (indicative)
Incorporation of Company (Form SPICe)	Based on the authorized capital of the company
Annual Filing of Return (Form MGT-7)	Based on the paid-up capital of the company
Annual Financial Statements (Form AOC-4)	Based on the paid-up capital
Filing of Resolution (Form MGT-14)	₹100 to ₹500 (depending on the type of resolution)
Change of Company Name	Varies depending on the RoC region and company type
Increase in Share Capital	Based on the increase in share capital
Filing for Charges (Form CHG-1, CHG-9)	Based on the value of charge created
Late Fees	₹100 per day (subject to a maximum amount)

Note: The fee structure can change based on updates to the rules, and it is recommended to refer to the official MCA website for current fees.

4. Payment of Fees and Online Filing

1. Electronic Filing and Payment:
   • The majority of the fee payments for various filings under the Companies Act, 2013, are done through the MCA21 portal. This system allows companies to file documents electronically, making the process faster and more efficient.
2. Mode of Payment:
   • Companies can pay fees via net banking, debit/credit cards, or demand drafts. Electronic payments are encouraged to streamline processing and reduce delays.

5. Penalties for Non-Compliance with Fee Payments

Failure to pay the prescribed fees or delay in filing required documents may lead to penalties:

• Late Fees: Companies will incur late fees for failing to submit their filings on time. The late fee is charged daily and can increase the total cost of compliance.
• Revocation of Benefits: In severe cases of non-compliance, the Registrar may revoke certain privileges or strike off the company’s name from the Register of Companies (RoC).

6. Exemptions and Relaxations

The rules may provide for specific exemptions or relaxations from fee payments in certain cases, such as:

• Non-profit Organizations (Section 8 Companies): These companies may have reduced or waived fees for certain filings, especially when the purpose of the organization is charitable or for public benefit.
• Micro and Small Enterprises: In some cases, smaller companies may be eligible for a fee reduction or exemption as part of government incentives for promoting entrepreneurship.

7. Conclusion

The Companies (The Registration Offices and Fees) Rules, 2014 establish a structured and transparent system for the operation of the Registrar of Companies and the collection of fees for various corporate filings under the Companies Act, 2013. The rules ensure that companies comply with necessary registration and reporting requirements while maintaining a fee structure that is clear and accessible.

The system also encourages the use of online filing, making the compliance process easier for businesses and reducing administrative overhead for both companies and the Ministry of Corporate Affairs. By defining the fees clearly and offering online payment options, these rules promote better compliance and faster processing, which contributes to improving the overall ease of doing business in India.