Section 385: Fee for registration of documents

Companies Act • Official Statutory Text & Practice Guide

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Act 2013
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Legal Commentary & Landmark Judgments: Section 385

Section 385 empowers the Central Government to prescribe fees payable to the Registrar for registering any document, charter, or return required to be delivered by a foreign company under Chapter XXII.

  • Statutory Fee Schedule: Mandates payment of the prescribed registration fee for all documents, balance sheets, annual returns, and notices delivered by foreign companies under Chapter XXII.
  • Condition Precedent to Registration: Delivery of documents without the requisite statutory fee does not constitute valid filing, and the Registrar is empowered to reject or withhold registration until full payment.
  • Non-Tax Regulatory Character: Prescribed fees are regulatory and compensatory in nature, designed to cover the administrative costs of public verification, electronic archiving, and registry maintenance.
Key Landmark Precedents:
  • Corporation of Calcutta v. Liberty Cinema, AIR 1965 SC 1107: The Supreme Court held that statutory fees imposed by regulatory authorities represent lawful charges for regulatory supervision and registry administration, distinct from sovereign taxes.
  • Delhi Cloth & General Mills Co. Ltd. v. Union of India, (1983) 4 SCC 166: Affirmed that regulatory fees levied under corporate legislation for filing, processing, and maintaining public company records are constitutionally valid.
Courtroom Practice & Strategic Litigation Guidance:

Ensure that all electronic filings for foreign companies via the MCA portal include payment challans verifying proper fee calculation. If an e-form is rejected due to fee shortfalls, cure the defect within the prescribed resubmission window under Rule 10 of the Companies (Registration Offices and Fees) Rules, 2014 to preserve original filing priority.