The Companies (Registration Offices and Fees) Rules, 2014

The Companies (Registration Offices and Fees) Rules, 2014

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 31st March, 2014

[Amended upto date1]

G.S.R 268(E).—In exercise of the powers conferred by section 396,398, 399, 403 and 404, read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of Companies (Central Government’s) General Rules and Forms, 1956, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely: –

1. Short title and commencement.– (1) These rules may be called of the Companies (Registration Offices and Fees) Rules, 2014.

(2) They shall come into force on the 1st day of April, 2014.

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.

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.

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 there under 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.

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 there under 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.

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

7. Manner and conditions of filing.– Every application, financial statement, prospectus, return, declaration, memorandum, articles, particulars of charges, or any other particulars or document or any notice, or any communication or intimation required to be filed or delivered or served under the Act and rules made there under, shall be filed or delivered or served in computer readable electronic form, in portable document format (pdf) or in such other format as has been specified in any rule or form in respect of such application or form or document or declaration to the Registrar through the portal maintained by the Central Government on its web-site or through any other website notified by the Central Government:

Provided that where the documents are required to be filed on Non-Judicial Stamp Paper, the company shall submit such documents in the physical form, in addition to their submission in electronic form, unless the Central Government, by an order, does not require submission in physical form and proof of delivery of documents submitted in physical form shall be scanned and form part of attachment to the e-form.

Provided further that if stamp duty on such documents is paid electronically through the portal maintained by the Central Government or through any other website notified by the Central Government, then, the company shall not be required to make physical submission of such documents, in addition to their submission in the electronic form:

Provided also that in respect of certain documents filed under the Act which are not covered for payment of stamp duty through the portal of the Central Government, and stamp duty payable on such documents in the respective State is equal to or less than one hundred rupees, the company shall scan such stamped documents complete in all respects and shall file electronically for evidencing by the Registrar and shall not be required to submit such documents, except those which are required to be filed for compounding of offences or adjudication of penalties or applications to Central Government or Regional Director in the physical form separately:

Provided also that unless otherwise stated in any law for the time being in force, the company shall retain such documents duly stamped in original permanently for the documents relating to incorporation and matters incidental thereto, changes in any of the clauses of the Memorandum and Articles of Association and in other cases for a minimum period of eight years from the date of filing of the documents and shall be required to produce the same as and when the same is required for inspection and verification by the competent authority under any law for the time being in force:

Provided also that any correspondences (physically or electronically) and documents to be filed by any person shall contain name, designation, address, membership number or Director Identification Number, as the case may be, of the person signing such document and make sure correctness thereof and in no case, correspondence, merely with signature and writing authorised signatory shall be acceptable.

Provided also that no request for recording any event based information or changes shall be accepted by the Registrar from such defaulting companies, unless they file their updated Balance Sheet and Profit and Loss Account and Annual Return with the Registrar of Companies except,-

(i) filing of order of Court or other authorities,

(ii) Balance Sheet and Profit and Loss Account,

(iii) Compounding application,

(iv) Form for transfer of money to Investor Education and Protection Fund,

(v) Application for removal of the Auditor and

(vi) GNL-1 for making company active.

8. Authentication of documents.-

(1) An electronic form shall be authenticated by authorised signatories using digital signature.

(2) Where there is any change in directors or secretaries, the form relating to appointment of such directors or secretaries has to be filed by an continuing director or the secretary of the company.

(3) The authorised signatory and the professional, if any, who certify e-form shall be responsible for the correctness of the contents of e-form and correctness of the enclosures attached with the electronic form.

(4) Every person authorised for authentication of e-forms, documents or applications etc., which are required to be filed or delivered under the Act or rules made there under, shall obtain a digital signature certificate from the Certifying Authority for the purpose of such authentication and such certificate shall not be valid unless it is of class II or Class III specification under the Information Technology Act, 2000 (21 of 2000).

(5) The electronic forms required to be filed under the Act or the rules thereunder shall be authenticated on behalf of the company by the Managing Director or Director or Secretary of the Company or other key managerial personnel.

(6) Scanned image of documents shall be of original signed documents relevant to the e-forms or forms and the scanned document image shall not be left blank without bearing the actual signature of authorised person.

(7) It shall be the sole responsibility of the person who is signing the form and professional who is certifying the form to ensure that all the required attachments relevant to the form have been attached completely and legibly as per provisions of the Act, and rules made thereunder to the forms or application or returns filed.

(8) The documents or form or application filed may contain a power of attorney issued to an Advocate or Chartered Accountant or Cost Accountant or Company Secretary who is in whole time practice and to any others person supported by Board resolution to make representation to the registering or approving authority failing which a Director or key managerial personnel can make representation before such authority.

(9) Where any instance of filing document, application or return etc, containing a false or misleading information or omission of material fact, requiring action under section 448 or section 449 is observed, the person shall be liable under section 448 and 449 of the Act.

(10) Without prejudice to any other liability, in case of certification of any form, document, application or return under the Act containing wrong or false or misleading information or omission of material fact or attachments by the person, the Digital Signature Certificate shall be de-activated by the Central Government till a final decision is taken in this regard.

(11) The Central Government shall set up and maintain for filing of electronic forms, documents and applications, and for viewing and inspection of documents in the electronic registry or for obtaining certified copies thereof-

(a) a website or portal to provide access to the electronic registry; and

(b) as many Registrar’s Facilitation Offices as may be necessary and at such places and for such time as the Central Government may determine.

2[(12)(a) The following e-forms filed by companies, other than one person companies and small companies, under sub-rule (1) of rule 9, shall be pre-certified by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant, in whole-time practice, namely:-

INC-21, INC-22, INC-28, PAS-3, SH-7, CHG-1, CHG-4, CHG-9, MGT- 14,DIR-6, DIR-12, MR-1, MR-2, MSC-1, MSC-3, MSC-4, GNL-3, ADT-1, NDH-1, NDH-2, NDH-3;

(b) The following e-forms filed by companies, other than one person companies and small companies, under subrule (1) of rule 9, shall be pre-certified in the following manner, namely:—

(i) GNL-1 – optional pre-certification by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant,in whole-time practice;

(ii) DPT-3 – certification by Auditors of the company;

(iii) MGT-10-certification by a Company Secretary in whole-time practice;

3[(iv) AOC-4 certification by the Chartered Accountant or the Company Secretary or as the case may be by the Cost Accountant, in whole- time practice.];

(c) E-form DIR-3 shall be filed along with attestation of photograph, identity proof and proof of residence of the applicant by the Chartered Accountant or the Company Secretary or as the case may be the Cost Accountant, in whole-time practice.]

9. Maintaining documents electronically.-

4[(1) The Central Government shall set up and maintain a secure centralised electronic registry in which all the applications, financial statement, prospectus, return, register, memorandum, articles, particulars of charges, or any particulars or returns or any other documents under the Act shall be filed and stored electronically.]

(2) Every document or certificate or notice or other document required to be registered or authenticated by the Registrar or an officer of the Central Government under the Act or rules made there under, shall be registered or authenticated through a valid digital signature of such person or a system generated digital signature.

(3) The Registrar shall issue document, certificate, notice, receipt, approval or communicate endorsement or acknowledgement in the electronic mode:

Provided that where the Registrar is not able to issue any certificate, receipt, endorsement, acknowledgement or approval in electronic mode for the reasons to be recorded in writing, he may issue such certificate or receipt or endorsement, acknowledgement or approval in the physical form under manual signature affixing seal of his office.

(4) The Registrar may send any document, certificate, notice or any other communication to the company or its authorised representative or directors or both in the electronic manner for which the company shall create and maintain at all times a valid electronic addresses including e-mail, user identifications capable of receiving and acknowledging the receipt of the document, certificate, notice or other communication, automated or otherwise.

10. Procedure on receipt of any application or form or document electronically.-

(1) The Registrar shall examine or cause to be examined every application or e-Form or document required or authorised to be filed or delivered under the Act and rules made thereunder for approval, registration, taking on record or rectification by the Registrar, as the case may be:

Provided that save as otherwise provided in the Act, the Registrar shall take a decision on the application, e-form or documents within thirty days from the date of its filing excluding the cases in which an approval of the Central Government or the Regional Director or any other competent authority is required:

Provided further that the e-Forms or documents identified as informative in nature and filed under Straight Through Process may be examined by the Registrar at any time on suo-motu or on receipt of any information or complaint from any source at any time after its filing:

Provided also that nothing contained in the first proviso shall affect the powers of the Registrar to call information or explanation in pursuance of section 206.

(2) Where the Registrar, on examining any application or e-Form or document referred to in sub-rule (1), finds it necessary to call for further information or finds such application or e-form or document to be defective or incomplete in any respect, he shall give intimation of such information called for or defects or incompleteness, by e-mail on the last intimated e-mail address of the person or the company, which has filed such application or e-form or document, directing him or it to furnish such information or to rectify such defects or incompleteness or to re-submit such application or e-Form or document within the period allowed under sub-rule (3):

Provided that in case the e-mail address of the person or the company in question is not available, the intimation shall be given by the Registrar by post at the last intimated registered office address of the company or the last intimated address of the person, as the case may be and the Registrar shall preserve the facts of the intimation in the electronic record.

(3) Except as otherwise provided in the Act, the Registrar shall allow fifteen days’ time to the person or company which has filed the application or e-Form or document under sub-rule (1) for furnishing further information or for rectification of the defects or incompleteness or for re-submission of such application or e-form or document.

5[6[Provided that Registrar shall allow fifteen days’ time for re-submission in case of reservation of a name through web service – RUN for rectifications of defects if any.]]

(4) In case where such further information called for has not been provided or has been furnished partially or defects or incompleteness has not been rectified or has been rectified partially or has not been rectified as required within the period allowed under sub-rule (3), the Registrar shall either reject or treat the application or e-form or document, as the case may be, as invalid in the electronic record, and shall inform the person or company, as the case may be, in the manner as specified in sub-rule (2).

(5) Where any document has been recorded as invalid by the Registrar, the document may be rectified by the person or company only by fresh filing along with payment of fee and additional fee, as applicable at the time of fresh filing, without prejudice to any other liability under the Act.

(6) In case the Registrar finds any e-form or document filed under Straight Through Process as defective or incomplete in any respect, at any time suo-motu or on receipt of information or compliant from any source at any time, he shall treat the e-form or document as defective in the electronic registry and shall also issue a notice pointing out the defects or incompleteness in thee-Form or document at the last intimated e-mail address of the person or the company which has filed the document, calling upon the person or company to file the e-Form or document afresh along with fee and additional fee, as applicable at the time of actual re-filing, after rectifying the defects or incompleteness within a period of thirty days from the date of the notice:

Provided that in case the e-mail address of the person or the company in question is not available, the intimation shall be given by the Registrar by post at the last intimated registered office address of the company or the last intimated address of the person, as the case may be and the Registrar shall preserve the facts of the intimation in the electronic record.

7[(7) Any further information or documents called for, in respect of application or e-form or document, filed electronically with the Ministry of Corporate Affairs shall be furnished in Form No. GNL-4 as an addendum.]

11. Vacation or removal of directors.-

(1) In the event of vacation or removal of directors before approving or invalidating Form No DIR-12, the Registrar shall verify the documents as to correctness of contents and whether adequate supporting documents namely, copy of board resolution, copy of notices sent for calling board meeting or copy of minutes of board of directors reflecting voted for or against.

(2) If the Registrar on verification of documents further finds that the company has violated any of the provisions of the Act or rules, he shall refer the matter to the Regional Director concerned, who shall enquire the matter by giving an opportunity to the person who has been removed or vacated as director and convey the decision of the matter to the Registrar within ninety days from the date of reference to him by the Registrar.

12. Fees.-

(1) The documents required to be submitted, filed, registered or recorded or any fact or information required or authorised 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, as mentioned in Table annexed to these rules.

(2) For the purpose of filing the documents or applications for which 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.

(3) For the purpose of filing information to sub-clause (60) of section 2 of the Act, such information shall be filed in Form No. GNL.3 along with fee as applicable.

13. Mode of Payment.– The fees, charges or other sums payable for filing any application, form, return or any other document in pursuance of the Act or any rule made thereunder shall be paid by means of credit card; or internet banking; or remittance at the counter of the authorised banks or any other mode as approved by the Central Government.

14. Inspection, production and evidence of documents kept by Registrar.– The inspection of the documents maintained in the electronic registry so set up in pursuance of rule 9 and which are otherwise available for inspection under the Act or rules made thereunder, shall be made by any person in electronic form.

15. Inspection of documents.– Any person may –

(a) inspect any document kept by the Registrar, being documents filed or registered by him in pursuance of this Act or the Companies Act, 1956 (1 of 1956) or making a record of any fact required or authorised to be recorded or registered in pursuance of this Act, on payment for each inspection of fee.

(b) require a certificate of 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 of fee.

8[Provided that no person shall be entitled under section 399 to inspect or obtain copies of resolutions referred to in clause (g) of sub-section (3) of Section117of the Act.]

 

Annexure
Table of Fees
[Pursuant to rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014]

I. Fee for filings etc. under section 403 of the Companies Act, 2013

Table of fees for the documents required to be submitted, filed, registered or recorded or for any fact or information required or authorized to be registered under the Act, shall be submitted filed, registered or recorded within the time specified in the relevant provision on payment of fee as prescribed hereunder :—

9[(1) A. Table of Fees to be paid to the Registrar

(I) In respect of a company having a share capital : Other than OPCs and Small Companies (in rupees) OPC and Small Companies (in rupees)
1. (a) For registration of OPC and small companies whose nominal share capital is less than or equal to Rs.10,00,000. _
(b) For registration of OPC and small companies whose 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. 200
2. (a) 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. _
(b) 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 :  
(i) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 10,00,000 upto Rs. 50,00,000. 300 _
(ii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. 100 _
(iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. 75 _
Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs.    
3.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:    
(a) For OPC and small companies whose nominal share capital does not exceed Rs. 10,00,000. 2000
(b) For OPC and small companies, for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and upto Rs. 50,00,000. 200
Other than OPC and small companies
(c) For increase in nominal capital of a company whose nominal share capital does not exceed Rs. 1,00,000.
5000  
(d) For increase in nominal capital of a company whose nominal share capital exceed Rs. 1,00,000, the above fee of Rs. 5,000 with the following additional fees regulated according to the amount of nominal capital :    
(i)  for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000. 400 _
(ii)   for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 5,00,000 upto Rs. 50,00,000. 300 _
(iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. 100 _
(iv) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore. 75 _
Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs.    
4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee is charged for registering a new company.    
5. For submitting, filing, registering or recording any document by this Act required or authorised to be submitted, filed, registered or recorded:    
(a)   in respect of a company having a nominal share capital of less than Rs. 1,00,000. 200  
(b)  in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. 300  
(c)   in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. 400  
(d)   in respect of a company having a nominal share capital of Rs.25,00,000 or more but less than Rs. 1 crore or more. 500  
(e)   in respect of a company having a nominal share capital of Rs. 1 crore or more. Provided that in case of companies to be incorporated with effect from 26.01.2018 with a nominal capital which does not exceed rupees ten lakhs fee shall not be payable. 600  
6. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar:    
(a)   in respect of a company having a nominal share capital of less than Rs. 1,00,000. 200  
(b)  in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. 300  
(c)   in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000. 400  
(d)   in respect of a company having a nominal share capital of Rs.25,00,000 or more but less than Rs. 1 crore or more. 500  
(e)   in respect of a company having a nominal share capital of Rs. 1 crore or more. 600  
(II) In respect of a company not having a share capital :
7.For registration of a company whose number of members as stated in the articles of association, does not exceed 20.  
8. For registration of a company whose number of members as stated in the articles of association, exceeds 20 but does not exceed 200. 5000  
9.For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200.    
10.  For registration of a company in which the number of members is stated in the articles of association to be unlimited. 10000  
11.  For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration :
Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company.
   
12.  For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company.    
13.  For filing or registering any document by this Act required or authorized to be filed or registered with the Registrar.
Provided that in case of companies to be incorporated with effect from 26.01.2018 whose number of members as stated in the articles of association, does not exceed 20, fee shall not be payable.
200  
14.  For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar.] 200  

(1) The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II read with section 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.

(2) The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.

(3) The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).

(4) The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.]

10[B. Following Table of additional fee 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.

TABLE

Sl. No. Period of delays 11[Forms excluding charge documents]
01 upto 15 days (sections 139 and 157) One time
02 More than 15 days and upto 30 days (Sections 139 and 157) and upto 30 days in remaining forms. 2 times of normal filing fees
03 More than 30 days and upto 60 days 4 times of normal filing fees
04 More than 60 days and upto 90 days 6 times of normal filing fees
05 More than 90 days and upto 180 days 10 times of normal filing fees
06 Beyond 180 days 12 times of normal filing fees

Note.- The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules , the fee payable at the time of actual filing shall be applicable.]

(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules , the fee applicable at the time of actual filing shall be applicable.

(3) Delay beyond 270 days, the second proviso to sub-section (1) of section 403 of the Act may be referred.

C. For increase in authorised capital, the additional fees shall be applicable at the following rates:-

  Delay upto 6 months Delay beyond 6 months
slab 2.5 % per month on the fees payable under para I.3 or II.12 of Table A above as the case may be. 3% per month on the fees payable under para I.3 or II.12 of Table A above as the case may be.

(1) The above fee table shall also be applicable for delay in filing application with Registrar under sub-section (11) of section 233 of the Act.

12[D. For Forms under section 92 or 137:- (i) In case the period within which a document required to be submitted under section 92 or 137 of the Act expires after 30/06/2018, the additional fee mentioned in Table shall be payable:-

TABLE

Sl. No. Period of delay Additional fee payable (in Rs.)
01 Delay beyond period provided under Section 92(4) of the Act One Hundred per day
02 Delay beyond period provided under Section 137(1) of the Act One Hundred per day

(ii) 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:-

TABLE

Sl. No. Period of delay Additional fee payable (in Rs.) up to 30/06/2018
01 Up to 30 days 2 times of normal filing fees plus Rs. 100 per day with effect from 01/07/2018
02 More than 30 days and up to 60 days 4 times of normal filing fees
03 More than 60 days and up to 90 days 6 times of normal filing fees
04 More than 90 days and up to 180 days 10 times of normal filing fees
05 Beyond 180 days 12 times of normal filing fees

Note: (1) The additional fee shall also be applicable to revised financial statement or board’s report under section 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.

(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules, the fee payable at the time of actual filing shall be applicable.]

13[E. Fees for filing charge documents.

(a) charges created or modified before the 2nd November, 2018, and allowed to be filed within a period of three hundred days of such creation or six months from the 2nd November, 2018, as the case may be, the following additional fees shall be payable:-

Sl.No. Period of delay Additional Fee applicable
1 Up to 30 days 2 times of normal fees
2 More than 30 days and up to 60 days 4 times of normal fees
3 More than 60 days and up to 90 days 6 times of normal fees
4 More than 90 days and up to 180 days 10 times of normal fees
5 More than 180 days 12 times of normal fees

(b) For the charges created or modified on or after the 2nd November, 2018:-

(A) The following additional fees or advalorem fees, as the case may be, shall be payable up to 31st July, 2019, by all companies:-

Sl. No. Period of delay Additional/Advalorem Fees applicable
1 Up to 30 days 2 times of normal fees
2 More than 30 days and up to 60 days 4 times of normal fees
3 More than 60 days and up to 90 days 6 times of normal fees

(B) the following additional fees or advalorem fees as the case may be, shall be payable with effect from 1st August, 2019:-

Sl. No. Period of delay Small Companies and One Person Company Other than Small Companies and One Person Company
1 Up to 30 days 3 times of normal fees 6 times of normal fees
2 More than 30 days and up to 90 days 3 times of normal fees plus an ad valorem fee of 0.025 per cent. of the amount secured by the charge, subject to the maximum of one lakh rupees. 6 times of normal fees, plus an ad valorem fee of 0.05 per cent. of the amount secured by the charge, subject to the maximum of five lakh rupees.]

 

II. FEE ON APPLICATIONS (including Appeal) made to Central Government under sub-section (2) of Section 459 of the Companies Act, 2013.

1 For Application made Other than OPCs and Small Companies OPC and Small Companies
(i) By a company having an authorized share capital of:
  a) Upto Rs. 25,00,000 2,000 1,000
  b) More thanRs.25,00,000 and upto
Rs.50,00,000
5,000 2500
  c) More than 50,00,000 and upto Rs. 5,00,00,000 10,000
  d) More than Rs. 5,00,00,000 and upto Rs. 10 crores 15,000
  e) More than Rs. 10 crores 20,000
(ii) By a company limited by guarantee but not having a
share capital
2,000
(iii) By an Association or proposed company for issue of
license under section 8 of the Act
2,000
(iv) By a company having a valid license issued under section
8 of the Act
2,000
(v) By a foreign company 5,000
(vi) 14[For allotment of Director Identification Number (DIN) under section 153 of the Act 500 500
(vii) For surrender of Director Identification Number under rule 11(f) of the Companies (Appointment and Qualification of Directors) Rules 2014 1000 1000]

(1) Every application to the Registrar of Companies filed by any person for reservation of name under sub-section (4) of section 4 of the Companies Act, 2013 shall be accompanied with the fee of Rs. 1,000.

(2) For every application made to Regional Director (including appeal) or Registrar of Companies (except specifically stated elsewhere), Table of fees as above shall be applicable.

Note: The separate fee schedule shall be prescribed under sub-section (2) of section 459 of the Act for applications to be filed before Tribunal.

III. Annual Fee payable by a dormant company under sub-section (5) of section 455 of the Companies Act, 2013.

1 For Application made Other than OPCs and Small Companies OPC and Small
Companies
(i) By a company having an authorized share capital of:
  a) Upto Rs. 25,00,000 2,000 1,000
  b) More than Rs. 25,00,000 and upto Rs.50,00,000 5,000 2500
  c) More than 50,00,000 and upto Rs. 5,00,00,000 10,000
  d) More than Rs. 5,00,00,000 and upto Rs. 10 crores 15,000
  e) More than Rs. 10 crores 20,000 — 
(ii) By a company limited by guarantee but not having a
share capital
2,000

IV. Fee for Inspection and providing certified copies of documents kept by the Registrar under section 399 of the Act.

(i) Under clause (a) of sub-section (1) of section 399 of the Act – Rs.100

(ii) Under clause (b) of sub-section (1) of section 399 of the Act

(a) For copy of Certificate of Incorporation – Rs.100

(b) For copy or extract of other documents including hard copy of such document on computer readable media – Rs. 25 per page.

V. Fee for registration of documents under section 385 of the Act.

Rs. 6000 for each document.

VI. Fees for Removal of Names of Companies from the Registrar of Companies under section 248 (2) of the Act.

Rs. 5000.

15[16[VII. FEE FOR FILING e- Form DIR-3 KYC or DIR-3 KYC-WEB under rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.

(i) Subject to serial number (iii) below, fee payable till the 3 0 th September of every financial year in respect of e-form DIR-3 KYC or DIR-3 KYC- WEB through web service, as the case may be, for the immediate previous financial year.
17[Note: For the financial year ended on 31st March, 2019, no fee shall be payable in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service till 14th October, 2019.]

—-
(ii) Fee payable (in delayed case). Rs. 5000
(iii) Fee payable if the individual failed to file e-form DIR-3 KYC or DIR-3 KYC-WEB through web service, as the case may be, for the immediate previous financial year (in delayed case). Rs. 5000]]

 

18[VIII. FEE FOR FILING e-Form ACTIVE under rule 25A of the Companies (Incorporation) Rules, 2014.

19[(i) Fee payable till 15.06.2019 on e -form ACTIVE] ——
(ii) Fee payable (in delayed case). Rs. 10,000]

[F. No. 01/16/2013 CL-V]
RENUKA KUMAR, Jt. Secy.

INSTRUCTIONS

1.Payment of fees – Except as otherwise provided elsewhere, the table of fees annexed to the Companies (Registration Offices and Fees), Rules 2014, shall be payable in the following head.

(1) fees payable to the Registrar in pursuance of the Act or any rule or regulation made or notification issued thereunder shall be paid to the Registrar on any authorized bank by the Ministry of Corporate Affairs and acting as the agent of the Reserve Bank of India for credit under the following head, namely: –

Major
Head
Alphanumeric code
description
Account Code Serial Code Source category
check digit
1475 Other general Economic service Regulation of joint stock companies 147500105 14750006 113
  (a) Registration fees 14750010599 14750032 114
  (b) Filing fees 14750010598 14750033 117
  (c) inspection and copying fee 14750010597 14750034 112
  (d) other fees 14750010596 14750035 119

(2) Where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely, (i) Credit Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter or (iv) any other mode as approved by the Central Government. The requisite fee as specified in Companies (Registration Offices and Fees), Rules 2014 shall be payable through any of the accredited branches of the following Banks.

(a) Punjab National Bank
(b) State Bank of India
(c) Indian Bank
(d) ICICI Bank
(e) HDFC Bank
(f) Union Bank of India”

(3) The fees payable to the Registrars may be paid bank drafts payable at drawn on banks, located at the same city or town as the office of the Registrar:

(4) Where a fee payable to the Registrar is paid through bank drafts as, aforesaid it shall not be deemed to have been paid unless and until the relevant drafts are cashed and the amount credited.

 

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Reference:
  1. Last amendment on 12.03.2020[]
  2. Inserted by the Companies (Registration Offices and Fees) Amendment Rules, 2014 vide Notification No. G.S.R. 297(E) dated 28th April, 2014, w.e.f. 28.04.2014.[]
  3. Substituted by the Companies (Registration Offices and Fees) Second Amendment Rules, 2016 vide Notification No. G.S.R. 1049(E) dated 7th November, 2016, w.e.f. 07.11.2016, for the sub-clause “(iv) AOC-4- certification by a Chartered Accountant in whole-time practice“.[]
  4. Substituted by the Companies (Registration Offices and Fees) Amendment Rules, 2014 vide Notification No. G.S.R. 297(E) dated 28th April, 2014, w.e.f. 28.04.2014, for the sub-rule “(1) The Central Government shall set up and maintain a secure electronic registry in which all the applications, financial statement, prospectus, return, register, memorandum, articles, particulars of charges, or any particulars or returns or any other documents filed under the Act to be electronically stored.[]
  5. Inserted by the Companies (Registration Offices and Fees) Amendment Rules, 2018 vide Notification No. G.S.R. 48(E) dated 20th January, 2018, w.e.f. 26.01.2018.[]
  6. Substituted by the Companies (Registration Offices and Fees) Second Amendment Rules, 2018 vide Notification No. G.S.R. 435(E) dated 7th May, 2018, 07.05.2018, for the proviso “Provided that no re-submission of the application is allowed in the case of reservation of a name through web service – RUN.“.[]
  7. Inserted by the Companies (Registration Offices and Fees) Amendment Rules, 2015 vide Notification No. G.S.R. 122(E) dated 24th February, 2015, w.e.f. 24.02.2015.[]
  8. Inserted by the Companies (Registration Offices and Fees) Second Amendment Rules, 2015 vide Notification No. G.S.R. 438(E) dated 29th May, 2015, w.e.f. 29.05.2015.[]
  9. Substituted by the Companies (Registration Offices and Fees) Amendment Rules, 2018 vide Notification No. G.S.R. 48(E) dated 20th January, 2018, w.e.f. 26.01.2018, the below table:

    “A. TABLE OF FEES TO BE PAID TO THE REGISTRAR
    (I) In respect of a company having a share capital : Other than OPCs and Small Companies *OPC and Small Companies
    1. (a) For OPC and small companies whose nominal share capital does not exceeds Rs. 10,00,000. 20
    (b) For every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and upto Rs. 50,00,000 200
    (c) For registration of a company whose nominal share capital does not exceeds Rs. 1,00,000. 5000
    2. For registration of a company whose nominal share capital exceeds Rs. 1,00,000, the above fee of Rs. 5,000 with the following additional fees regulated according to the amount of nominal
    capital :
       
    (a) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000 400  
    (b) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 5,00,000 upto Rs. 50,00,000 300
    (c) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore 100

    (d) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore.

    Provided that where the additional fees, regulated according to the amount of the nominal capital of a company, exceeds a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs.

    75
    3. 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.    
    4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee is charged for registering a new company.    
    5. For submitting, filing, registering or recording any document by this Act required or authorised to be submitted, filed, registered or recorded    
    (a) in respect of a company having a nominal share capital of up to 1,00,000. 200  
    (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs. 5,00,000. 300  
    (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs. 25,00,000 400  
    (d) in respect of a company having a nominal share capital of Rs.25,00,000 or more but less than Rs. 1 crore or more. 500  
    (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. 600  
    6. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar –    
    (a) in respect of a company having a nominal share capital of up to 1,00,000. 200  
    (b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. 300  
    (c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs. 25,00,000 400  
    (d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. 500  
    (e) in respect of a company having a nominal share capital of Rs. 1 crore or more. 600  
    (II) In respect of a company not having a share capital :
    7. For registration of a company whose number of members as stated in the articles of association, does not exceed 20 2000
    8. For registration of a company whose number of members as stated in the articles of association, exceeds 20 but does not exceed 200 5000
    9.For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200.  
    10. For registration of a company in which the number of members is stated in the articles of association to be unlimited. 10000

    11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration:

    Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company.

     
    12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company.  
    13. For filing or registering any document by this Act required or authorized to be filed or registered with the Registrar. 200
    14. For making a record of or registering any fact by this Act required or authorized to be recorded or registered by the Registrar. 200

    (1) The above table prescribed for small companies [as defined under section 2(85) of the Act] and one person companies defined under Rule related to Chapter II r/w 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.

    (2) The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.

    (3) The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).

    (4) The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.”[]

  10. Substituted by the Companies (Registration Offices and Fees) Second Amendment Rules, 2018 vide Notification No. G.S.R. 435(E) dated 7th May, 2018, 07.05.2018, for:

    “B. Following table of additional fees shall be applicable for delays in filing of the forms other than for increase in Nominal Share Capital

    Sl no Period of delays Forms including charge documents
    01 up to 15 days (sections 93,139 and 157) One time
    02 More than 15 days and up to 30 days (Sections 93, 139
    and 157) and up to 30 days in remaining forms.
    2 times of normal filing fees
    03 More than 30 days and up to 60 days 4 times of normal filing fees
    04 More than 60 days and up to 90 days 6 times of normal filing fees
    05 More than 90 days and up to 180 days 10 times of normal filing fees
    06 More than 180 days and up to 270 days 12 times of normal filing fees

    Note:- (1) The additional fee shall also applicable to revised financial statement or board’s report under sections 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.”.[]

  11. Substituted by the Companies (Registration Offices and Fees) Third Amendment Rules, 2019 vide Notification No. G.S.R. 340(E) dated 30th April, 2019, w.e.f. 30.04.2019, for the heading “Forms including charge documents“.[]
  12. Inserted by the Companies (Registration Offices and Fees) Second Amendment Rules, 2018 vide Notification No. G.S.R. 435(E) dated 7th May, 2018, 07.05.2018.[]
  13. Inserted by the Companies (Registration Offices and Fees) Third Amendment Rules, 2019 vide Notification No. G.S.R. 340(E) dated 30th April, 2019, w.e.f. 30.04.2019.[]
  14. Substituted by the Companies (Registration Offices and Fees) Second Amendment Rules, 2016 vide Notification No. G.S.R. 1049(E) dated 7th November, 2016, w.e.f. 07.11.2016, for the words “Application for allotment of Director Identification Number (DIN) under section 153 of the Act“.[]
  15. Inserted by the Companies (Registration Offices and Fees) Third Amendment Rules, 2018 vide Notification No. G.S.R. 616(E) dated 5th July, 2018 , w.e.f. 10.07.2018.[]
  16. Substituted by the Companies (Registration Offices and Fees) Fourth Amendment Rules, 2019 vide Notification No. G.S.R. 527(E) dated 25th July, 2019, w.e.f. 25.07.2019, for the item VII:

    “VII. FEE FOR FILING e- Form DIR-3 KYC under rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014.

    i) Fee payable till the 30th April of every financial year in respect of e-form DIR-3 KYC as at the 31st March of immediate previous year. ——
    ii) Fee payable (in delayed case). Rs. 5000

    Note : 1[2[During the financial year (2018-2019), fee of rupees five hundred shall be payable from 21.09.2018 to 05.10.2018 and fee of rupees five thousand shall be payable on or after 06.10.2018.]]”

    Reference:

    1. Substituted by the Companies (Registration Offices and Fees) Fourth Amendment Rules, 2018 vide Notification No. G.S.R. 797(E) dated 21st August, 2018, w.e.f. 21.08.2018, for words “For the current financial (2018-2019), no fee shall be chargeable till the 31st August, 2018 and fee of Rs.5000 shall be payable on or after the 1st September, 2018.“.

    2. Substituted by the Companies (Registration Offices and Fees) Fifth Amendment Rules, 2018 vide Notification No. G.S.R. 905(E) dated 20th September, 2018, w.e.f. 20.09.2018, for the words “For the current financial (2018-2019), no fee shall be chargeable till the 15th September, 2018 and fee of Rs.5000 shall be payable on or after the 16th September, 2018.“.[]

  17. Inserted by the Companies (Registration Offices and Fees) Fifth Amendment Rules, 2019 vide Notification No. G.S.R.-749(E) dated 30th September, 2019, w.e.f. 30.09.2019.[]
  18. Inserted by the Companies (Registration Offices and Fees) Amendment Rules, 2019 vide Notification No. G.S.R. 143(E) dated 21st February, 2019, w.e.f. 25.02.2019.[]
  19. Substituted by Companies (Registration offices and Fees) Second Amendment Rules, 2019 vide Notification No. G.S.R. 329(E) dated 25th April, 2019, w.e.f. 25.04.2019, for the words “(i) Fee payable till 25.04.2019 on e -form ACTIVE”.[]