Section 396 of Companies Act, 2013 – Registration offices

SECTION 396. REGISTRATION OFFICES

[Effective from 1st April, 2014]

(1) For the purposes of exercising such powers and discharging such functions as are conferred on the Central Government by or under this Act or under the rules made thereunder and for the purposes of registration of companies under this Act, the Central Government shall, by notification, establish such number of offices at such places as it thinks fit, specifying their jurisdiction.

(2) The Central Government may appoint such Registrars, Additional, Joint, Deputy and Assistant Registrars as it considers necessary for the registration of companies and discharge of various functions under this Act, and the powers and duties that may be exercisable by such officers shall be such as may be prescribed.

(3) The terms and conditions of service, including the salaries payable to persons appointed under sub-section (2), shall be such as may be prescribed.

(4) The Central Government may direct a seal or seals to be prepared for the authentication of documents required for, or connected with, the registration of companies.

Applicable Rules

Companies (Registration Offices and Fees) Rules, 2014

[Effective from 1st April, 2014]

Rule 2. Definitions.- (1) In these rules, unless the context otherwise requires,-

(a) ‘‘Act’’ means the Companies Act, 2013 (18 of 2013);

(b) ‘‘Annexure’’ means Annexure to these rules;

(c) “Certifying Authority” for the purpose of ‘‘Digital Signature Certificate’’ means a person who has been granted a licence to issue it under section 24 of the Information Technology Act, 2000 (21 of 2000).

(d) “Digital Signature” means digital signature as defined under clause (p) of sub-section (1) of section 2 of the Information Technology Act, 2000;(21 of 2000);

(e) “Digital Signature Certificate” means a Digital Signature Certificate as defined under clause (q) of subsection (1) of section 2 of the Information Technology Act, 2000 (21 of 2000);

(f) “electronic record” means electronic record as defined under clause (t) of sub-section (1) of section 2 of the Information Technology Act, 2000; (21 of 2000);

(g) “electronic registry” means an electronic repository or storage system of the Central Government in which the information or documents are received, stored, protected and preserved in electronic form;

(h) “electronic mail” means message sent, received or forwarded in digital form using any electronic communication mechanism such that the message so sent, received or forwarded is storable and retrievable;

(i) ‘‘Form’’ or “e-form” means a form set forth in Annexure to these rules which shall be used for the matter to which it relates;

(j) ‘‘Regional Director’’ means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;

(k) “Registrar’s Facilitation Office” means an office maintained by the Central Government or an agency authorised by it to facilitate e-filing of documents into the electronic registry and their inspection and viewing;

(l) “Straight Through Process” means the process in which an e-from is approved through system without manual interruption.

(2) Words and expressions used in these rules but not defined and defined in the Act and the Information Technology Act, 2000 (21 of 2000) or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in those Acts and the said rules.

Rule 3. Business activity.- Every company including foreign company which carries out its business through electronic mode, whether its main server is installed in India or outside India, which-

(i) undertakes business to business and business to consumer transactions, data interchange or other digital supply transactions;

(ii) offers to accept deposits or invites deposits or accepts deposits or subscriptions in securities, in India or from citizens of India;

(iii) undertakes financial settlements, web based marketing, advisory and transactional services, database services or products, supply chain management;

(iv) offers online services such as telemarketing, telecommuting, telemedicine, education and information research; or

(v) undertakes any other related data communication services, whether conducted by e-mail, mobile devices, social media, cloud computing, document management, voice or data transmission or otherwise,

shall be deemed to have carried out business in India.

Rule 4. Registration offices.—(1) The Central Government shall establish such number of offices at such places as it thinks fit, specifying their jurisdiction for the purpose of exercising such powers and discharge of such functions as are conferred on the Central Government by or under this Act or under the rules made thereunder and for the purposes of registration of companies under the Act.

(2)           The office of the Registrar shall observe such normal working hours as may be approved by the Central Government and shall be open for the transaction of business with the public on all days except Saturday, Sunday and public holidays during working hours between 10.30 a.m. and 3.30 p.m.

(3)           The offices other than the office of the Registrar shall observe such normal working hours as may be approved by the Central Government.

Rule 5. Powers and duties of Registrars.—(1) The Registrars shall exercise such powers and discharge such duties as are conferred on them by the Act or the rules made thereunder or delegated to them by the Central Government, wherever the power or duty has been conferred upon the Central Government by the Act or the rules made there under.

(2) Whenever according to the Act, any function or duty is to be discharged by the Registrar, it shall, until the Central Government otherwise directs, be done by the Registrar , or in his absence, by such person as the Central Government may for the time being authorise:

Provided that in the event of the Central Government altering the constitution of the existing registry offices or any of them, any such function or duty shall be discharged by such officer and at such place, with reference to the local situation of the registered offices of the companies concerned, as the Central Government may appoint.

 

Rule 6. Seal of Registrar.—The Registrar shall have a seal and such seal shall bear the words “Registrar of Companies, ____________ (Place and State)”.

 

Applicable Notifications

 Registrar of Companies at Hyderabad having territorial jurisdiction in the whole state of Telangana

Notification No. S.O. 1525(E) dated 13-6-2014

In exercise of powers conferred by sub-section (1) and sub-section (2) of Section 396 of the Companies Act, 2013 (18 of 2013), the Central Government hereby establish the office of the Registrar of Companies at Hyderabad having territorial jurisdiction in the whole State of Telengana for discharging the functions of the Registrar of Companies under the various provisions of the said Act and appoints the Registrar of Companies, Hyderabad as Registrar of Companies for the purpose of registration of companies under the said Act in the State of Telengana.

 

State wise Jurisdiction of Regional Directors to discharge the functions conferred upon or delegated to them under Companies Act, 2013

Notification No. G. S. R. 832(E) dated 03-11-2015

In exercise of the powers conferred by sub-section (1) of Section 396 of the Companies Act, 2013 (18 of 2013), the Central Government hereby notifies following Regional Directors in the Ministry of Corporate Affairs mentioned in column (1) of the Table below to discharge the functions conferred upon them by the Companies Act, 2013 or delegated to them by the Central Government under that Act for the respective jurisdiction as indicated in the corresponding column (2) of the Table below :-

 

Office and location	Jurisdiction
(1)	(2)
(1) Regional Director, North Region Directorate, Headquarter at New Delhi.	[3] [States of Haryana, Punjab, Himachal Pradesh, Uttar Pradesh, Uttarakhand and Union territories of Chandigarh, Jammu and Kashmir, Ladakh and National Capital territory of Delhi.]
(2) Regional Director, North Western Region Directorate, Headquarter at Ahmedabad.	States of Rajasthan, Gujarat, Madhya Pradesh, Chattisgarh and Union Territory of Dadra and Nagar Haveli.
(3) Regional Director, Western Region Directorate, Headquarter at Mumbai.	States of Maharashtra, Goa and Union Territory of Daman and Diu.
(4) Regional Director, Southern Region Directorate, Headquarter at Chennai	States of Tamil Nadu, Kerala and Union Territory of Puducherry, Union Territory of Andaman and Nicobar Islands and Union Territory of Lakshadweep.
(5) Regional Director, Eastern Region Directorate, Headquarter at Kolkata	States of West Bengal, Bihar, Jharkhand, Orissa.
(6) Regional Director, North Eastern Region Directorate, Headquarter at [2] [Guwahati]	States of Meghalaya, Assam, Arunachal Pradesh, Nagaland, Mizoram, Manipur and Tripura.
(7) Regional Director, South East Region Directorate, Headquarter at Hyderabad.	[1][States of Karnataka, Andhra Pradesh and Telangana]

 

2. The Regional Directors specified in column (1) of the Table shall continue to exercise the functions conferred upon them under the Companies Act, 1956 or delegated under that Act in respect of provisions of that Act, which are still in force.

Constitution of Central Registration Centre to process forms pertaining to registration of companies

Notification No. 218(E) dated 22^nd January, 2016

 

In exercise of the powers conferred by sub-sections (1) and (2) of section 396 of the Companies Act, 2013 (18 of 2013) (herein after referred to as the Act, the Central Government hereby establishes a Central Registration Centre (CRC) having territorial jurisdiction all over India, for discharging or carrying out the function of processing and disposal of applications for reservation of names under the provisions of the said Act.

2. The CRC shall function under the administrative control of Registrar of Companies, Delhi (ROC Delhi), who shall act as the Registrar of the CRC until a separate Registrar is appointed to the CRC. The CRC shall process applications for reservation of name i.e., e-Form No. INC-1 filed along with the prescribed fee as provided in the Companies (Registration of Offices and Fees) Rules, 2014.

3. Processing and approval of names or names proposed in e-Form No. INC-29  shall continue to be done by the respective Registrar of Companies having jurisdiction over incorporation of companies under the Companies Act, 2013 as per the provisions of the Act and the rules made thereunder.

4. The CRC shall be located at Indian Institute of Corporate Affairs (IICA), Plot No. 6, 7, 8, Sector 5, IMT Manesar, District Gurgaon (Haryana), Pin Code- 122050.

5. This notification shall come into force from 26^th January, 2016.

 

Jurisdiction of Central Registration Centre to process forms pertaining to registration of companies

Notification No. S.O. 1211(E) dated 23^rd March 2016

In exercise of the powers conferred by sub-sections (1) and (2) of Section 396 of the Companies Act, 2013 (18 of 2013) (hereinafter referred to as the Act), the Central Registration Centre (herein after referred to CRC) established vide notification number. S.O. 218(E) dated 22^ND  January 2016 shall also exercise functional jurisdiction of processing and disposal of e-forms and all related matters pertaining to registration of companies under section 7,8 and 366 of the Companies Act, 2013 having territorial jurisdiction all over India.

2. The CRC shall process forms pertaining to registration of companies i.e. e-forms (INC-2, INC-7 and INC-29 along  with linked forms INC-22, DIR-12 and URC-1 and any other forms as may be notified by the Central Government) filed along with the prescribed fee as provided in the Companies (Registration of Offices and Fees) Rules, 2014.

3. The jurisdiction, processing and approval of name or names proposed in e-Form number INC-29 hitherto exercised by the respective Registrar of companies having jurisdiction over incorporation of companies under the Companies Act, 2013 and the rules made thereunder shall forthwith be exercised by Registrar, CRC.

4. The jurisdictional Registrar of companies, other than Registrar CRC, within whose jurisdiction the registered office of the company is situated shall continue to have jurisdiction over the companies incorporated by the Registrar, CRC under the Companies Act, 2013 for all other provisions of the Act and the rules made thereunder, which may be relevant after incorporation.

5. This notification shall come into force from 28^thMarch, 2016. 

 

Registrar of Companies cum Official Liquidator at Dehradun, having territorial jurisdiction in the whole State of Uttarakhand

Notification No. F.No. 1/16/2013-CL-V dated 26-10-2018

In exercise of the powers conferred by sub-sections (1) and (2) of section 396 of the Companies Act, 2013 (18 of 2013) (herein after referred to as the said Act), the Central Government hereby establishes the office of the Registrar of Companies cum Official Liquidator at Dehradun, having territorial jurisdiction in the whole State of Uttarakhand for discharging the functions of the Registrar of Companies under the various provisions of the said Act and appoints the Registrar of Companies cum Official Liquidator at Dehradun for the purpose of registration of companies and discharging the functions under the said Act in the State of Uttarakhand.

2. This notification shall come into force with effect from 29.10.2018.

 

Registrar of Companies at Vijayawada, having territorial jurisdiction in the whole State of Andhra Pradesh

Notification No. F.No. 1/16/2013-CL-V dated 26-10-2018

In exercise of the powers conferred by sub-sections (1) and (2) of section 396 of the Companies Act, 2013 (18 of 2013) (herein after referred to as the said Act), the Central Government hereby establishes the office of the Registrar of Companies at Vijayawada, having territorial jurisdiction in the whole State of Andhra Pradesh for discharging the functions of the Registrar of Companies under the various provisions of the said Act and appoints the Registrar of Companies, Vijayawada as Registrar of Companies for the purpose of registration of companies and discharging the functions under the said Act in the State of Andhra Pradesh.

2.This notification shall come into force with effect from 29.10.2018.

Registrar of Companies at Guwahati, having territorial jurisdiction in the whole of the States of Assam, Meghalaya, Manipur, Tripura, Mizoram, Nagaland and Arunachal Pradesh

Notification No. S.O. 2651(E). dated 25th July, 2019

S.O. 2651(E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 396 of the Companies Act, 2013 (18 of 2013), the Central Government hereby establishes the office of the Registrar of Companies at Guwahati consequent to re-location of the said office from Shillong, having territorial jurisdiction in whole of the States of Assam, Meghalaya, Manipur, Tripura, Mizoram, Nagaland and Arunachal Pradesh and appoints the Registrar of Companies at Guwahati for the purpose of registration of companies and discharging the functions under the aforesaid Act in the said States.

2. This notification shall come into force from the date of its publication in the Official Gazette.

Registrar of Companies at Jammu, having territorial jurisdiction in respect of Union territory of Jammu Kashmir and Union territory of Ladakh

Notification No. S.O.3955(E), dated 30th October, 2019 effective from 31st October, 2019.

In exercise of the powers conferred by sub-sections (1) and (2) of section 396 of the Companies Act, 2013 (18 of 2013), the Registrar of Companies Jammu shall have jurisdiction in respect of Union territory of Jammu and Kashmir and Union territory of Ladakh, for the purpose of registration of companies and discharging the functions under the aforesaid Act.

[1] Substituted for the Words “States of Karnataka and Andhra Pradesh” vide notification no. G.S.R 832(E) dated 26.04.2016

[2] Substituted for the Words “Shillong” vide Notification No. S.O. 2652(E) dated 25th July, 2019.

[3] Substituted vide Notification No. S.O. 3957(E), dated 30th October, 2019 effective from 31st October, 2019. Prior to the substitution it read as under:

“States of Haryana, Punjab, Jammu and Kashmir, Himachal Pradesh, Uttar Pradesh, Uttrakhand and Union Territory of Chandigarh and National Capital Territory of Delhi.”