Page 26 - GSTL_27th August 2020_Vol 39_Part 4

J82 GST LAW TIMES [ Vol. 39

GST ON ROC FILING FEE PAID BY
COMPANIES/LLPS
By
CA K.V. Padmanathan
PARTNER, K.V. VENKITARAMAN & CO.

Introduction
The law relating to companies is laid down in
Companies Act, 2013 and the rules made thereunder and
the compliance required under the Corporate Law is un-
der the jurisdiction of Registrar of Companies (ROC) under the Ministry of Cor-
porate Affairs (MCA). After the initial registration, there are various other statu-
tory compliances that are required to be complied by the companies such as fil-
ing of Annual Returns and AGM, appointment and resignation of Directors, ap-
pointment and resignation of Auditors, change in Registered Office, change in
Authorized Share Capital and so on. While filing said the returns and documents
in the MCA portal, the companies have to remit a prescribed fee.
Levy of tax on the ROC filing fee has been a contentious issue. The GST
Authorities are issuing show cause notices to corporate taxpayers across the
country demanding GST on ROC filing fee on reverse charge basis. Many com-
panies have not paid GST on ROC filing fee till now and soon the matter will
come up for judicial scrutiny. An attempt has been made in this article to under-
stand the nuances in this issue.
Legal aspects
According to Section 2(75) of Companies Act, 2013, the term “Registrar”
means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar
or an Assistant Registrar, having the duty of registering companies and discharg-
ing various functions under this Act. Section 396 of Companies Act governs the
appointment of ROC, which reads as follows :
“396. (1) For the purposes of exercising such powers and discharging such
functions as are conferred on the Central Government by or under this Act or
under the rules made thereunder and for the purposes of registration of com-
panies under this Act, the Central Government shall, by notification, establish
such number of offices at such places as it thinks fit, specifying their jurisdic-
tion.
(2) The Central Government may appoint such Registrars, Additional, Joint,
Deputy and Assistant Registrars as it considers necessary for the registration
of companies and discharge of various functions under this Act, and the
powers and duties that may be exercisable by such officers shall be such as
may be prescribed.
(3) The terms and conditions of service, including the salaries payable to
persons appointed under sub-section (2), shall be such as may be prescribed.
(4) The Central Government may direct a seal or seals to be prepared for the
authentication of documents required for, or connected with, the registration
of companies.”
Registrar of Companies primarily have the duty of registering companies incorpo-
rated in the respective States and the Union territories. However, in addition to
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