CENTRALISED PROCESSING OF COMPANY INCORPORATION

One of the biggest concerns among stakeholders related to incorporation of companies in India was diverse practices across Company Registrar Offices related to documentation. There was a joke that Registrar Offices colour of ink using which documents should be signed, which will otherwise be scanned in black. All this was due to different interpretation of relatively simple laws related to incorporation. It was learned that Institute of Company Secretaries of India initiated for discussion across registrar offices and professionals to bring consensus among registrar offices. Many time Registrar transferred from one offices to another bring their local practise to another jurisdiction or adopt new one, keeping aside own interpretation. Without any doubt, majority of visit to Registrar Offices was related to incorporation only.

This year bring a welcome change. New financial year will be new as far as company incorporation is concern. Even though, I still see opportunity for more reform.

We earlier here welcome and discussed establishment of Central Registration Centre at Manesar Near Gurgaon. As discussed in January, Central Registration Centre started processing Name Availability from i.e. INC – 1. To facilitate and streamline process of name availability of company names, the Companies (Incorporation) (first) Amendment Rules, 2016 was notified. Central Registration Centre started working with effect from 26th January 2016 (i.e. National Holiday called Republic Day).

Now, A draft Notification dated 23^rd March 2016 placed on website of Ministry of corporate Affairs to come into force on 28^th march 2016 (actual notification not assessed by us at the time of writing of this post). This notification notifies that the Central Registration Centre (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.

The Central Registration Centre shall process forms pertaining to registration of companies i.e. E – Forms INC – 2, INC – 7, 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

As we know, The Central Registration Centre (CRC) already processing applications for reservation of name i.e., e-Form INC-1 filed along with the prescribed fee as provided in the Companies (Registration of Offices and Fees) Rules, 2014 with effect from 26^th January 2016.

Earlier, Central Registration Centre (CRC) do not have jurisdiction related to Form INC – 29. According to present notification, CRC shall also exercise Jurisdiction related to Form INC – 29.  The Jurisdiction, processing and approval of name or names proposed in e – form 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 (i.e. 28^th March 2016) be exercised by Registrar, CRC.

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

In effect, territorial registrar shall have jurisdiction over companies once company incorporated.

As earlier notification came with amendment in the Companies (Incorporation) Rules, 2014; this notification also came with minor amendment related to Incorporation Certificate i.e. INC – 11. These changes are in signature clauses of the Incorporation Certificate:

• Requirement of Seal of Registrar has been legally dispensed with;
• Digital Signature of authorised officer approving the incorporation is legally authorised; and
• Incorporation by such authorised officer is on behalf of Jurisdictional Registrar of Company as well as Registrar of CRC.
• Name of company and address for Correspondence or Registered office of company included legally.

This amendment in INC – 11 is more on legal side not on practice as other than CRC all these things are already in practice.

These two CRC notifications may not be last of their series but may initiate a long spell of centralised processing and registration. This may be termed as Second Round of Mission Mode Project – MCA 21. These notifications came with new version of MCA – 21 also, which however failed to impress advance users of system due to many bugs and seems to be in early stage of its beta version.

Please note: This blog invite readers to share their comments, suggestions, hardship, queries and everything in comment section. This blog post is not a professional advice but just a knowledge sharing initiative for mutual discussion.