Company Law
- Abbreviations
- Acceptance of Deposits [Ch. V]
- Accounts of companies [Ch. IX]
- Appointment and Remuneration to Managerial Personnel [Ch. XIII]
- Appointment and qualification of directors [Ch. XI]
- Audit and Auditors [Ch. X]
- Buy-back of Securities
- Corporate Social Responsibility [S. 135]
- Declaration and Payment of Dividend [Ch. IX]
- Exemptions to a private company under the Companies Act 2013 - at a glance
- Incorporation of company [Ch. II]
- Management and Administration [Ch. VII]
- Miscellaneous
- Powers of the Board [Ch. XII]
- Registration of charges [Ch. VI]
- Share capital, Debentures and Issue of securities [Ch. III, IV]
- Application of premium received on issue of shares [S. 52]
- Debentures [S. 71]
- Dematerialisation of securities [R.9, 9A]
- Issue and Redemption of Preference Shares [S. 55]
- Issue of Sweat Equity Shares [S. 54]
- Kinds of share capital [S. 43] and their voting rights [S. 47(1)]
- Power to purchase its own shares (i.e. buy-back of securities) [S. 68, R. 17]
- Private Placement vis-à-vis Preferential Offer
- Private Placement [S. 42, R.14]
- Prohibition on Issue of shares at Discount [S. 53]
- Publication of Authorised, Subscribed and paid-up capital [S. 60]
- Reduction of share capital [S. 66]
- Restrictions on purchase by the Co or giving of loans by it for purchase of its shares [S. 67]
- Types of Issue of Securities – an overview
- Some of the key SEBI compliances for listed entities
- Conditions to be complied with upon resignation of the statutory auditor of a listed entity / material subsidiary w.r.t. limited review / audit report [SEBI CIRCULAR CIR/CFD/CMD1/114/2019 dated 18-Oct-2019]
- Corporate Governance under LODR [Ch. III of LODR]
- Illustrative Compliance calendar under LODR for Entities which has listed its specified securities
- Publishing Quarterly/Half Yearly/Annual Results by Listed Companies under LODR
- Tables
- Contents of BoD report [S. 134(3), (3A), (5) & R.8, 8A]
- Criteria under the Co Act 2013 triggering certain compliances – At a Glance
- e Forms to be filed with RoC under Co Act 2013
- Fees to be paid to Registrar of Companies
- Illustrative list of matters requiring Special Resolution as per Co Act 2013
- Illustrative list of punishment for non-compliance/default under Co Act 2013
- Illustrative list of Statutory Registers and other records to be prepared or maintained under Co Act 2013
- Types of companies [Ch. I]
Fees to be paid to Registrar of Companies
(A) Company having share capital
I. Registration of New Co/conversion of any entity into a Co/increase in authorized share capital:
|
Nominal (Authorised) |
Registration fees for OPC & Small Co * (to be rounded up to ‘000) |
Registration fees for Other Co |
|||
|---|---|---|---|---|---|
|
Registration of New Co/conversion of any entity into a Co |
#Increase in authorized share capital |
Registration of New Co/conversion of any entity into a Co |
#Increase in authorized share capital |
||
|
< ₹ 1 lakh |
Nil |
₹ 2,000 |
Nil |
₹ 5,000 |
|
|
> ₹ 1 lakh |
< ₹ 5 lakh |
Nil |
₹ 2,000 |
Nil |
₹ 5,000 + [0.04 * (Proposed AuthShCap - ₹ 1 lakh)] |
|
> ₹ 5 lakh |
< 28 ₹ 10 lakh |
Nil |
₹ 2,000 |
Nil |
₹ 21,000 + [0.03 * (Proposed AuthShCap - ₹ 5 lakh)] |
|
> ₹ 10 lakh |
< ₹ 50 lakh |
₹ 2,000 + [0.02 * (Proposed AuthShCap – ₹ 10 lakh)] |
₹ 36,000 + [0.03 * (Proposed AuthShCap - ₹ 10 lakh)] |
||
|
> ₹ 50 lakh |
< ₹ 100 lakh |
NA |
₹ 156,000 + [0.01 * (Proposed AuthShCap - ₹ 50 lakh)] |
||
|
> ₹ 100 lakh |
NA |
₹ 206,000 + [0.0075 * (Proposed AuthShCap - ₹ 100 lakh)] |
|||
|
* Applicable if it remains such a Co for NOT < 1 year from its incorporation |
Any fee other than ₹ 36,000 is additional fees |
Any fee other than ₹ 5,000 is additional fees |
|||
|
Maximum additional fees payable = ₹ 250 lakh |
|||||
|
# applicable for revised capital in accordance with S. 233(11) (after setting off fee paid by the transferor Co on its authorised capital prior to its merger/amalgamation with the transferee Co |
|||||
II. Filing fees incl. Additional fees in respect of various forms:
(incl. intimation to RoC/other officer/authority u/s 159, Notice of Appt of Auditor/Secretarial Auditor/Cost Auditor, filing revised FS or BoD report u/s 130 and 131 of the Co Act 2013)
(other than those for which additional fees are separately specified – given subsequently)
|
Nominal (Authorised) share capital |
Normal filing fees |
Delay in No. of Days ⟶ |
0 to 15 |
> 15 to 30 |
>30 to 60 |
> 60 to 90 |
> 90 to 180 |
> 180 |
||
|---|---|---|---|---|---|---|---|---|---|---|
|
↑⟶⟶ 29Additional filing fees = No. of times Normal filing fees [‘NFF’] |
S. 139, 157 |
Other forms |
||||||||
|
1 time NFF |
2 times NFF |
2 times NFF |
4 times NFF |
6 times NFF |
10 times NFF |
12 times NFF |
||||
|
< ₹ 1 lakh |
200 |
200 |
400 |
400 |
800 |
1200 |
2000 |
2400 |
||
|
> ₹ 1 lakh |
< ₹ 5 lakh |
300 |
300 |
600 |
600 |
1200 |
1800 |
3000 |
3600 |
|
|
> ₹ 5 lakh |
< ₹ 25 lakh |
400 |
400 |
800 |
800 |
1600 |
2400 |
4000 |
4800 |
|
|
> ₹ 25 lakh |
< ₹ 100 lakh |
500 |
500 |
1000 |
1000 |
2000 |
3000 |
5000 |
6000 |
|
|
> ₹ 100 lakh |
600 |
600 |
1200 |
1200 |
2400 |
3600 |
6000 |
7200 |
||
In case of Co to be incorporated with effect from 26-01-2018 with a nominal capital which does not > ₹ 10 lakh, fee shall not be payable.
III. 29Additional Filing fees in respect of certain forms:
|
For increase in authorised capital (also applicable in case of delay in filing application with RoC u/s 233(11) by the Transferee Co indicating revised capital) |
|
||||||
|
For filing FS, having due date u/s 137 (i.e., 30 days of AGM) after 30-06-2018 |
₹ 100 per day |
||||||
|
For filing AR, having due date u/s 92 (i.e., 60 days of AGM) after 30-06-2018 |
₹ 100 per day |
|
30For creation or modification of Charge |
||||
|
Period of delay |
charges created/modified BEFORE 2-Nov-2018 filed within 300 days of creation OR 6 months from 2-Nov-2018 (i.e., 1-May-2019) |
charges created/modified AFTER 2-Nov-2018 |
||
|---|---|---|---|---|
|
UP TO 31-Jul-2019 |
AFTER 31-Jul-2019 |
|||
|
Small Cos and OPCs |
Other Cos |
|||
|
≤ 30 days |
2 times NFF |
2 times NFF |
3 times NFF |
6 times NFF |
|
> 30 days, ≤ 60 days |
4 times NFF |
4 times NFF |
3 times NFF + an ad valorem fee @ 0.025 % of the amount secured by the charge - maximum ₹ 1 lakh |
6 times NFF+ an ad valorem fee @ 0.05 % of the amount secured by the charge - maximum ₹ 5 lakh |
|
> 60 days, ≤ 90 days |
6 times NFF |
6 times NFF |
||
|
> 90 days, ≤ 180 days |
10 times NFF |
Not applicable |
||
|
> 180 days |
12 times NFF |
|||
(B) Company NOT having share capital
I. Registration of New Co/conversion of any entity into a Co/increase in no. of members:
|
No. of members |
Registration fees |
|
|---|---|---|
|
≤ 20 |
Nil |
|
|
> 20 |
≤ 200 |
₹ 5,000 |
|
> 200 |
NOT Unlimited |
₹ 5,000 + [ ₹ 10 * (Proposed no. of members -200)] |
|
Unlimited |
₹ 10,000 |
|
|
Maximum Registration fees payable = ₹ 10,000 |
||
II. Filing fees incl. Additional fees in respect of various forms:
(incl. intimation to RoC/other officer/authority u/s. 159, Notice of Appt of Auditor/Secretarial Auditor/Cost Auditor, filing revised FS or BoD report u/s 130 and 131 of the Co Act 2013)
(other than those for which additional fees are separately specified – given subsequently)
|
Normal filing fees |
Delay in No. of Days ⟶ |
0 to 15 |
> 15 to 30 |
>30 to 60 |
> 60 to 90 |
> 90 to 180 |
> 180 |
|
|---|---|---|---|---|---|---|---|---|
|
↑⟶⟶ 29Additional filing fees = No. of times Normal filing fees [‘NFF’] |
S. 139, 157 |
Other forms |
||||||
|
1 time NFF |
2 times NFF |
2 times NFF |
4 times NFF |
6 times NFF |
10 times NFF |
12 times NFF |
||
|
200 |
200 |
400 |
400 |
800 |
1200 |
2000 |
2400 |
|
III. 30Additional Filing fees in respect of certain forms:
|
For filing FS, having due date u/s 137 (i.e., 30 days of AGM) after 30-06-2018 |
₹ 100 per day |
|
For filing AR, having due date u/s 92 (i.e., 60 days of AGM) after 30-06-2018 |
₹ 100 per day |
|
30For creation or modification of Charge |
||||
|
Period of delay |
charges created/modified BEFORE 2-Nov-2018 filed within 300 days of creation OR 6 months from 2-Nov-2018 (i.e., 1-May-2019) |
charges created/modified AFTER 2-Nov-2018 |
||
|---|---|---|---|---|
|
UP TO 31-Jul-2019 |
AFTER 31-Jul-2019 |
|||
|
Small Cos and OPCs |
Other Cos |
|||
|
< 30 days |
2 times NFF |
2 times NFF |
3 times NFF |
6 times NFF |
|
> 30 days, < 60 days |
4 times NFF |
4 times NFF |
3 times NFF + an ad valorem fee @ 0.025 % of the amount secured by the charge - maximum ₹ 1 lakh |
6 times NFF+ an ad valorem fee @ 0.05 % of the amount secured by the charge - maximum ₹ 5 lakh |
|
> 60 days, < 90 days |
6 times NFF |
6 times NFF |
||
|
> 90 days, < 180 days |
10 times NFF |
Not applicable |
||
|
> 180 days |
12 times NFF |
|||
(C) Applicable to both types of Co – whether having share capital or not
I. Fee on Applications (including Appeal) made to CG u/s 459(2) of the Co Act 2013
(incl. Application made to RD (incl. appeal)/RoC (except specifically stated elsewhere)
|
Sr. No. |
Application made |
Fees |
||
|---|---|---|---|---|
|
1. |
By a Co having Share Capital # |
|||
|
Nominal (Authorised) share capital |
for OPC & Small Co |
for Other Co |
||
|
< ₹ 25 lakh |
₹ 1,000 |
₹ 2,000 |
||
|
> ₹ 25 lakh |
< ₹ 50 lakh |
₹ 2,500 |
₹ 5,000 |
|
|
> ₹ 50 lakh |
< ₹ 500 lakh |
Not applicable |
₹ 10,000 |
|
|
> ₹ 500 lakh |
< ₹ 1000 lakh |
Not applicable |
₹ 15,000 |
|
|
> ₹ 1000 lakh |
Not applicable |
₹ 20,000 |
||
|
2. |
By a Co limited by Guarantee but NOT having Share Capital # |
₹ 2,000 |
||
|
3. |
By an Association or proposed Co for issue of license u/s 8 |
₹ 2,000 |
||
|
4. |
By a Co having valid license u/s 8 |
₹ 2,000 |
||
|
5. |
By a foreign Co |
₹ 5,000 |
||
|
6. |
For allotment of DIN u/s 153 |
₹ 500 |
||
|
7. |
For surrender of DIN u/r 11(f) |
₹ 1,000 |
||
|
8. |
For reservation of name u/s 4(4) |
|||
# Annual fee payable by a Dormant Co u/s 455 are same
(D) Other fees
|
Particulars |
Fees |
|
|---|---|---|
|
For Inspection u/s 399(1)(a) |
₹ 100 |
|
|
For certified copies of documents kept by RoC u/s 399(1)(b) |
||
|
copy of Certificate of Incorporation |
₹ 100 |
|
|
copy or extract of other documents including hard copy of such document on computer readable media |
₹ 25 per page |
|
|
For Registration of documents u/s 385 (by Co incorporated outside India) |
₹ 6,000 per document |
|
|
For Removal of name of Co u/s 248(2) |
₹ 10,000 |
|
|
31For filing e-Form DIR-3 KYC u/r 12A of Co (DIR) Rules |
Within due date i.e. till 30th September ⟶ Nil |
on or after 06-10-2018⟶ ₹ 5,000 |
|
For Delay in filing e- Form INC 22A u/r 25A of Co (INC) Rules |
Within due date (15-06-2019) ⟶ Nil |
Delay ⟶ ₹ 10,000 |