Why Chapter XXIV is the operating system of company law
Almost every substantive Companies Act obligation ultimately reaches Chapter XXIV: a document is prepared, authenticated, filed, processed, stored, inspected, certified and potentially used as evidence.
Institutional architecture
Section 396 establishes registration offices, jurisdiction and the Registrar hierarchy.
Digital-first law
Sections 398, 400 and 402 enable electronic filing, service, maintenance, payment and processing.
Registry as evidence
Sections 397 and 399 turn authenticated or certified registry records into admissible evidence.
Fee discipline
Section 403 separates normal filing fees, additional fees, higher additional fees and substantive liability.
Public access
Inspection and certified-copy rights support due diligence, litigation and market transparency.
Public-account treatment
Section 404 directs statutory receipts into the Public Account of India at RBI.
Nine sections and their practical purpose
| Section | Subject | Professional question |
|---|---|---|
| 396 | Registration offices | Which Registrar / processing centre has jurisdiction and authority? |
| 397 | Admissibility of documents | Can the registry reproduction be used without producing the original? |
| 398 | Electronic filing and inspection | What must be filed, served, maintained or paid electronically? |
| 399 | Inspection, production and evidence | Who can inspect or obtain certified copies, and what is their evidentiary value? |
| 400 | Electronic vs physical form | Is electronic filing exclusive, optional or additional? |
| 401 | Value-added services | What paid digital services may Government provide? |
| 402 | Information Technology Act overlay | Which electronic-record principles supplement company law? |
| 403 | Fees for filing | What is payable on time, on delay and on repeat delay? |
| 404 | Credit to Public Account | Where do fees and charges legally go? |
Companies (Registration Offices and Fees) Rules, 2014 - current operating map
| Rule | Operational subject |
|---|---|
| 1 | Short title and commencement |
| 2 | Definitions: electronic registry, STP, digital signature and related terms |
| 3 | Business activity through electronic mode - important foreign-company nexus cross-link |
| 4 | Physical public transaction hours at registration offices |
| 5 | Powers and duties of Registrars and officers |
| 6 | Official seal |
| 7 | Electronic filing, format, stamping and preservation of originals |
| 8 | Authentication by authorised signatory and professional responsibility |
| 8A | Signing by IRP, RP or liquidator where applicable |
| 9 | Secure electronic registry and electronic communication |
| 10 | Examination, resubmission, invalid filings and addendum process |
| 10A | Central Processing Centre and specified forms |
| 11 | Checks linked to vacation/removal of directors |
| 12 | Fees and general forms including GNL forms |
| 13 | Modes of payment |
| 14-15 | Electronic inspection and certified copies / extracts |
396Registration offices
Territorial and centralised registry architecture
| Office / route | Typical role | Control point |
|---|---|---|
| Territorial ROC | Company master record, inquiries, adjudication, inspection and functions retained by jurisdiction | Verify CIN jurisdiction and current office notification |
| Central Registration Centre (CRC) | Centralised incorporation/name and specified incorporation-linked processing | Use current incorporation rules and portal workflow |
| Central Processing Centre (CPC) | National processing of specified post-incorporation forms under Rule 10A | Confirm the form is in the live Rule 10A list |
| C-PACE | Centralised strike-off processing under the removal-of-name framework | Do not confuse with ordinary ROC filing |
| Regional Director | Delegated approvals, appeals and specified corporate actions | Use correct RD jurisdiction and prescribed form |
Central Processing Centre: forms and processing boundary
| Specified form | Broad purpose |
|---|---|
| MGT-14 | Filing of resolutions and agreements |
| SH-7 | Alteration of share capital |
| INC-24 | Change of company name |
| INC-6 | Conversion between OPC and private/public form, as applicable |
| INC-27 | Conversion of company class/status |
| INC-20 | Revocation/surrender or related statutory application as prescribed |
| DPT-3 | Return of deposits / exempted receipts |
| MSC-1 | Application for dormant status |
| MSC-4 | Return to active status |
| SH-8 | Letter of offer for buy-back |
| SH-9 | Declaration of solvency for buy-back |
| SH-11 | Return of buy-back |
The CPC has all-India jurisdiction for the forms allocated to it. The Rules contemplate processing within 30 days, excluding matters requiring approval of a higher authority. Territorial ROCs retain Section 399 inspection and related record-access functions.
397Admissibility of certain documents as evidence
Different records have different legal weight
| Record | Typical use | Risk |
|---|---|---|
| Company working paper | Internal support and approvals | Not proof of filing |
| Signed source document | Evidence of underlying act / approval | May differ from uploaded attachment |
| SRN / challan | Evidence of submission and payment | Does not prove content accuracy or final approval |
| MCA public-view image | Due diligence and public review | May not be formally certified |
| Registrar-authenticated reproduction | Section 397 evidentiary route | Authentication must be demonstrable |
| Registrar-certified copy / extract | Section 399(3) equal validity with original | Request correct document and period |
| Portal master data | Quick status indicator | Can lag, be incomplete or require contextual filing review |
398Electronic filing, service, maintenance, inspection and payment
Electronic filing and ROC processing lifecycle

Electronic filing, stamping and retention of originals
Prescribed electronic format
Forms and attachments are filed in PDF or another prescribed electronic format through the registry.
Stamp duty remains separate
Electronic filing does not eliminate State stamp duty. E-stamping or physical stamping requirements continue unless lawfully exempt.
Originals must exist
The company should possess the properly executed source documents represented by the scans or electronic attachments.
Long retention
Incorporation and constitutional originals should be retained permanently; other originals are generally retained for at least the prescribed period.
Correspondence identification
Replies and correspondence must identify the authorised sender and relevant filing / SRN.
Default-linked restrictions
The Rules and portal may restrict specified event filings of defaulting companies, subject to the notified exception set.
Authentication and personal responsibility
| Actor | What the signature means | Control |
|---|---|---|
| Director / KMP / authorised officer | Confirms authority and accuracy of the company declaration | Board authority, DIN/PAN status and source-document verification |
| Practising professional | Certifies checks within the form language and applicable professional standard | Independent review, UDIN where applicable, working papers and conflict check |
| IRP / RP / Liquidator | Signs specified forms when company powers are displaced or exercised under insolvency / liquidation law | Appointment order, tenure, scope and correct capacity |
| DSC holder | Uses a personal cryptographic credential | No sharing, token custody, renewal and revocation controls |
| Company administrator | Uploads and tracks submission | Cannot substitute for statutory signatory judgment |
Secure electronic registry and communication controls
Centralised registry
Filed records are maintained in a secure electronic repository.
Registrar authentication
Electronic records and communications may be authenticated through official digital processes.
Registered e-mail matters
Companies must maintain working official e-mail and portal-user details.
Delivery evidence
Preserve acknowledgements, e-mails, notices and download copies with timestamps.
Cyber controls
Use role-based access, MFA where available, controlled DSC use and periodic user review.
Data reconciliation
Compare MCA master data and public documents with statutory registers after material filings.
Examination, resubmission and invalid filings
| Stage | General rule / practice | Professional response |
|---|---|---|
| Initial examination | Registrar examines within the prescribed period unless another authority approval is required | Track from SRN date; do not assume silence means approval |
| Straight Through Processing | Certain forms may be registered automatically subject to later examination | Perform the same legal review as manually processed forms |
| Resubmission | Defects may be permitted to be rectified within the specified window, commonly 15 days under the Rule framework | Respond completely and before expiry |
| Invalid / rejected filing | Fresh filing may be required with then-applicable fee and additional fee | Assess whether original due date protection is lost |
| Defective STP filing | Notice may require rectification/refiling within the specified period | Escalate immediately; public data may be corrected retrospectively |
| Addendum | GNL-4 may be used where permitted to supply further information or documents | Link the correct SRN and explain the addendum clearly |
399Inspection, production and evidence of documents kept by Registrar
Inspection and certified-copy workflow
| Request | Prescribed fee / rule position | Use |
|---|---|---|
| Electronic inspection | Rs 100 for each inspection under the fee schedule | Due diligence and registry review |
| Certificate of incorporation | Rs 100 under the fee schedule | Formal evidence of incorporation |
| Certified copy / extract | Rs 25 per page under the fee schedule | Court, title, transaction and regulatory evidence |
| Prospectus-related deposited documents | Fourteen-day statutory access window, otherwise permission may be needed | Offer document diligence |
| Court / Tribunal production process | Leave of the issuing court / Tribunal required | Formal compelled production |
400Electronic form: exclusive, alternative or additional
401Value-added services through electronic form
402Application of Information Technology Act, 2000
403Fee for filing, etc.
General document filing table for companies with share capital
| Nominal share capital | General filing fee |
|---|---|
| Up to Rs 1,00,000 | Rs 200 |
| More than Rs 1,00,000 and up to Rs 5,00,000 | Rs 300 |
| More than Rs 5,00,000 and up to Rs 25,00,000 | Rs 400 |
| More than Rs 25,00,000 and up to Rs 1 crore | Rs 500 |
| Above Rs 1 crore | Rs 600 |
| Company without share capital | Rs 200 |
Specific forms and transactions—such as incorporation, authorised-capital increase, charges, name applications, KYC, strike-off and specialised services—may have separate fixed or ad valorem schedules. Portal computation should be reconciled to the current Gazette fee table.
General delayed-filing matrix for covered forms other than annual filings, capital increase and separately governed categories
| Delay | Ordinary additional fee multiple | Higher additional fee multiple for prescribed repeat default |
|---|---|---|
| Up to 15 days where the form category provides this slab | 1 times normal fee | Not ordinarily separate at this first slab |
| More than 15 and up to 30 days / up to 30 days for other covered forms | 2 times normal fee | 3 times normal fee |
| More than 30 and up to 60 days | 4 times normal fee | 6 times normal fee |
| More than 60 and up to 90 days | 6 times normal fee | 9 times normal fee |
| More than 90 and up to 180 days | 10 times normal fee | 15 times normal fee |
| Beyond 180 days | 12 times normal fee | 18 times normal fee |
Rs 100-per-day annual filing model
| Example | Days late | Additional fee per form |
|---|---|---|
| MGT-7 filed 20 days late | 20 | Rs 2,000 |
| AOC-4 filed 75 days late | 75 | Rs 7,500 |
| Both forms filed 75 days late | 75 each | Rs 15,000 total additional fee |
| Three financial years delayed by 500, 865 and 1,230 days | Each form counted separately | Rs 100 per day per delayed form, subject to temporary relief if validly available |
Fee is not immunity
Normal fee
Price for filing or service within the statutory architecture.
Additional fee
Price for registry acceptance after delay.
Higher additional fee
Enhanced price for specified repeat delayed filings.
Penalty
Civil consequence imposed/adjudicated for the default.
Punishment / prosecution
Criminal consequence where the substantive provision provides it.
Condonation / scheme immunity
Separate statutory or policy relief with its own conditions.
GNL application and document-filing controls
| Form | Use in broad terms | Current control |
|---|---|---|
| GNL-1 | Application to Registrar for specified purposes | Substituted form effective 14 July 2025; use only the live MCA version |
| GNL-2 | Submission of documents to Registrar where prescribed / permitted | Link correct company and purpose |
| GNL-3 | Particulars relating to persons charged / specified matter as prescribed | Confirm rule and instruction-kit trigger |
| GNL-4 | Addendum / further information linked to an earlier filing | Use correct SRN and explain the response |
| RD-1 / other forms | Applications to Regional Director or specialist authority | Not interchangeable with GNL route |
DIR-3 KYC Web fee structure effective April 2026
| Filing situation | Fee |
|---|---|
| Filed within the Rule 12A(1) timeline | Nil |
| Filed after the timeline or for DIN reactivation | Rs 5,000 |
| Re-filing for a change under Rule 12A(2) | Rs 500 for each filing |
Companies Compliance Facilitation Scheme, 2026
| Relief route | Concessional amount during scheme |
|---|---|
| Covered pending annual filings | Normal fee + 10% of otherwise payable additional fee |
| Dormant status through MSC-1 | One-half of normal filing fee |
| Strike-off application through STK-2 | 25% of applicable filing fee |
| Scheme window | 15 April 2026 to 15 July 2026 |
| Key eligible current forms | MGT-7/MGT-7A, AOC-4 variants, ADT-1, FC-3, FC-4 and specified legacy forms |
| Immunity | Conditional and dependent on form, adjudication/prosecution stage and circular terms |
Fees, inspection and evidence control map

404Fees, etc., credited into Public Account
Sections 448 and 449: false statements and false evidence
| Risk event | Possible issue | Preventive control |
|---|---|---|
| Attachment differs from signed original | Misstatement or fabricated record | Dual review of original and upload set |
| Backdated board resolution | False evidence and governance breach | Minute-book and meeting-evidence verification |
| Omitted default / investigation | Material omission in declaration | Legal disclosure checklist |
| Professional certifies without evidence | Professional misconduct plus statutory exposure | Documented procedures and working papers |
| Shared DSC used by staff | Unauthorised authentication | Personal custody, access log and revocation |
| Portal field auto-populated incorrectly | False filing if knowingly submitted | Field-by-field validation against source |
Seven-stage evidence checklist
| Stage | Minimum evidence |
|---|---|
| 1. Obligation | Section, rule, form, due date and company-class analysis |
| 2. Corporate authority | Board/member resolution, delegation and signatory capacity |
| 3. Source integrity | Executed, stamped, complete and internally consistent documents |
| 4. Form preparation | All fields, attachments, prefill and calculations checked |
| 5. Authentication | Valid DSC, professional certificate and conflict/independence check |
| 6. Submission | SRN, challan, payment, timestamp and status tracking |
| 7. Post-filing | Approval/resubmission, master-data reconciliation, register update and record retention |
How to read MCA records without being misled
Start with master data
Use it as an index, not as conclusive evidence of every legal fact.
Read the underlying form
Check filing date, event date, signatory, attachment and processing status.
Build a chronology
Sequence incorporation, capital, directors, charges, annual filings and registered-office changes.
Identify gaps
Missing years, delayed filings, inconsistent addresses and unexplained capital movements.
Cross-check external sources
Financial statements, lender searches, court records, GST, stock exchange and sector regulator where relevant.
Obtain certified copy
Use where the conclusion affects title, enforcement, litigation or high-value transaction reliance.
Decision-focused applications
Case 1 - STP is not approval
A PAS-3 is processed through STP but the allotment lacked shareholder approval.
Answer: The electronic record exists, but STP does not cure the underlying invalid corporate act.
Case 2 - Wrong ROC assumption
A reply is sent to the old territorial ROC after the registered office moved across State.
Answer: Test jurisdiction on the response date and use the current authority / portal route.
Case 3 - Certified copy dispute
A party produces a Registrar-certified extract while the company produces a conflicting internal copy.
Answer: Section 399 gives the certified record equal validity to the original; investigate whether a wrong document was filed or later altered internally.
Case 4 - Late annual filings
AOC-4 and MGT-7 are each 400 days late.
Answer: Compute Rs 100 per day per form, then test CCFS-2026 eligibility and separate penalty/adjudication exposure.
Case 5 - Repeated INC-22 delay
A company repeatedly files notified address-change forms late within the specified repeat period.
Answer: Higher additional fee may apply under the prescribed repeat-default rule; ordinary additional fee is not simply stacked again.
Case 6 - Expired DSC
The form is prepared before deadline but cannot be filed because the director DSC expired.
Answer: Operational failure does not extend the statutory due date. Maintain DSC-expiry monitoring and backup authorised signatory planning.
Case 7 - Portal fee mismatch
Portal calculates a fee inconsistent with the team’s spreadsheet.
Answer: Pause and reconcile form category, capital, delay, current Annexure and payment history; retain helpdesk evidence if escalation is needed.
Case 8 - Public-view screenshot
A screenshot is offered as conclusive proof in litigation.
Answer: Use authenticated or certified registry material where formal evidentiary reliance is required.
Case 9 - CCFS filing after notice
Company files during CCFS after an adjudication notice.
Answer: Immunity depends on the exact form and the stage/timing conditions in the circular; do not assume automatic closure.
Case 10 - False attachment
A staff member uploads an unsigned draft instead of the board-approved contract.
Answer: Correct promptly, assess whether an addendum/refiling is available, and evaluate Sections 448/449 and professional reporting duties.
Rapid professional answers
| Question | Answer |
|---|---|
| Does an approved form prove that the underlying transaction was lawful? | No. It proves a processing outcome; substantive compliance remains independently testable. |
| Can anyone inspect every MCA record? | Section 399 broadly allows inspection, subject to statutory restrictions, fee and document availability. |
| Is an MCA screenshot equal to a certified copy? | No. Formal authentication/certification determines the statutory evidentiary route. |
| Does additional fee replace penalty? | No. Section 403(2) expressly preserves penalty or punishment. |
| Is the annual filing additional fee capped? | The prescribed model is Rs 100 per day per form; the rules do not provide the ordinary per-form ceiling often assumed by users. |
| Can old forms be uploaded after MCA migration? | Use only the live form and instruction kit unless a specific transition facility permits otherwise. |
| Who is responsible for a digitally signed filing? | The company, authorised signatory and certifying professional within their respective declarations and duties. |
| What is CPC? | A central processing authority with all-India jurisdiction for specified forms under Rule 10A. |
| Is CCFS-2026 permanent? | No. It is a one-time scheme running from 15 April to 15 July 2026. |
| Does CCFS wipe out every penalty? | No. Immunity is conditional and depends on the form and stage of proceedings. |
| Can a court directly summon the ROC record? | A process compelling production requires leave of the court or Tribunal under Section 399(2). |
| Why preserve originals after electronic filing? | The electronic attachment represents an underlying executed document and Rule 7 imposes retention expectations. |
| Is stamp duty included in MCA filing fee? | Not necessarily. Stamp duty is a separate State-law obligation. |
| Can a DSC be shared with the compliance team? | It should remain under the personal control of the holder; shared use undermines authentication and creates liability. |
| Where do ROC fees go? | Section 404 directs them to the Public Account of India at RBI. |
The chapter in one operating framework
Office + jurisdiction
Authenticated evidence
Electronic filing
Inspect + certify
Electronic / physical mode
Value-added services
IT Act overlay
Fees + public account
Primary and current-update references
Companies Act, 2013 - official India Code PDF
https://www.indiacode.nic.in/bitstream/123456789/2114/5/A2013-18.pdf
India Code - Companies (Registration Offices and Fees) Rules, 2014 landing page
https://www.indiacode.nic.in/handle/123456789/1362/simple-search?query=Chapter+XXIV+-+The+Companies+%28Registration+Offices+and+Fees%29+Rules%2C+2014.+&searchradio=rules
Companies (Registration Offices and Fees) Amendment Rules, 2023
https://www.indiacode.nic.in/handle/123456789/2114?col=123456789%2F1362&view_type=search
Central Processing Centre amendment / Rule 10A, 2024
https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/notifications.html
Companies (Registration Offices and Fees) Amendment Rules, 2025 - GNL-1
https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/notifications.html
Companies (Registration Offices and Fees) Amendment Rules, 2026 - G.S.R. 300(E)
MCA Gazette/notifications portal - Companies (Registration Offices and Fees) Amendment Rules, 2026, G.S.R. 300(E)
Companies Compliance Facilitation Scheme, 2026 - General Circular 01/2026
MCA General Circular 01/2026 - verify on the live MCA circulars portal