Companies Act Section 385

Companies Act, Section 385: Fee for Registration of Documents by Foreign Companies

Section 385 of the Companies Act, 2013, provides for the payment of fees to the Registrar of Companies in relation to the registration of documents submitted by foreign companies. This provision ensures that the process of filing, recording, and maintaining documents under the Act is carried out in a structured and regulated manner, with appropriate fees payable for the services rendered by the Registrar.

1. Core Provision

The section states that for the purpose of registering any document that is required, under the provisions of this Chapter (i.e., the Chapter dealing with foreign companies), to be filed or registered with the Registrar, a prescribed fee must be paid. This makes it clear that:

Registration of documents is not free of charge. The quantum of fees is not fixed under the section itself but is to be determined and notified through the rules framed under the Companies Act, 2013.
Only upon payment of such prescribed fees will the Registrar undertake the act of registration, thereby giving official validity and recognition to the document.
2. Documents Requiring Registration under the Chapter

The types of documents for which such fees may be payable include (but are not limited to):

Documents filed under Section 380, such as the charter, statutes, memorandum, articles, list of directors, and details of representatives of the foreign company in India.
Any notice, process, or return that must be filed or registered under Sections 381-384, including annual returns, accounts, and particulars of charges.
Any other prescribed document connected with the Indian operations of a foreign company.
Thus, Section 385 applies broadly to every mandatory filing by a foreign company in India, making payment of fees an integral part of the registration process.

3. Role of the Registrar of Companies

The Registrar of Companies (RoC) is the statutory authority responsible for maintaining records of companies, including foreign companies operating in India. By requiring payment of fees for registration, the law ensures:

Proper maintenance of official records. Allocation of administrative costs for processing, verifying, and storing these documents. Availability of an updated and authenticated database of foreign companies for inspection by stakeholders.
4. Fee Structure and Prescription by Rules

Section 385 does not specify the exact fee payable; instead, it provides that the fee shall be “as may be prescribed” under the rules made pursuant to the Act.

The Ministry of Corporate Affairs (MCA) issues rules and fee schedules from time to time, prescribing the amount payable for registration of different types of documents.
The fee structure may vary depending on factors such as the type of document, the authorized share capital (if applicable), or the size and nature of the company’s operations.
Foreign companies, like Indian companies, must comply with this prescribed fee schedule without exception.
5. Legal and Practical Significance

Regulatory Compliance: Ensures that foreign companies cannot file documents casually or incompletely, as the payment of fees is an essential step in registration.
Revenue Generation: Provides a source of revenue to the government for maintaining corporate regulatory infrastructure.
Administrative Efficiency: Helps cover the costs incurred in processing, scrutiny, and preservation of records.
Transparency and Accessibility: Ensures that registered documents are properly recorded and made accessible to regulators, stakeholders, and the public as per the law.