MCA relaxing Registration offices and Fees Rules – Stepping towards eASE of Business

By Chahat Jain (corplaw@vinodkothari.com)

MCA is implementing reforms to make doing business easier, targeting more and more business to register as companies with a vision to make India count in top 50 of World Bank’s Doing Business rankings. The Companies (Amendment) Act, 2017 also mandates revision in fees pursuant to changes proposed in Section 403 of Companies Act, 2013. Accordingly, the first set of amendment has been notified vide notification dated 20^th January, 2018 by way of Companies (Registration of Offices and Fees) (Amendment) Rules, 2018[1]. The Amendment Rules were published in Official Gazette on 22^nd January, 2018 and are effective from 26^th January, 2018.

Major highlights of the amendment are:

• No re-submission of the application is allowed in the case of reservation of a name through web-service – RUN.

(I) Company having share capital:-

• For registration of companies having nominal capital less than or equal to Rs. 10,00,000 or companies without share capital – No Incorporation Fees (formerly, it was Rs. 2000 for OPC and Small Company and minimum of Rs. 5000 for other than OPC and Small Companies)
• For registration of :-
  • OPC and small companies whose nominal share capital exceeds Rs. 10,00,000; the fees of Rs. 2000 with additional fees of Rs. 200 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 (no change).
  • 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:
    • For every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first 10,00,000 upto Rs. 50,00,000. – Rs 300 (no change)
    • For every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first 50,00,000 upto Rs. one crore – Rs 100 (no change)
    • For every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore.- Rs 75 (no change)
• 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:
  • For OPC and small companieS
    • whose nominal share capital does not exceed Rs. 10,00,000 – Rs 2000
    • 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. – Rs 200
  •  Other than OPC and small companies
    • For increase in nominal capital of a company whose nominal share capital does not exceed Rs. 1,00,000.- Rs 5000
    • 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 :

Point to Note: 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.

• There is no change in fees for submitting, filing, registering or recording any document by this Act required or authorized to be submitted, filed, registered or recorded,

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.

(II) Company not having share capital:-

• For registration of a company whose number of members as stated in the articles of association, does not exceed 20 – No Incorporation Fees (Formerly, it was Rs. 2000)
• 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
• 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, No Fees shall be payable for filing or registering any document by this Act required or authorized to be filed or registered with the Registrar.

Conclusion

Companies are eagerly waiting to see the amendment made in Para B of Annexure that relates to additional filing fee applicable for delays in filing of the forms other than for increase in Nominal Share Capital. The amendments in Para A are favorable for companies.

[1] http://egazette.nic.in/WriteReadData/2018/182248.pdf