Centre’s big corporate revamp: more RoCs, more oversight, easier compliance

The Ministry of Corporate Affairs has ordered to introduce a revamped compliance and oversight system for companies and LLPs from January 1, 2026, aimed at improving both ease of doing business and regulatory efficiency, a person with direct knowledge of the decision said – the biggest administrative shake-up in years.

This change will include the creation of six new registrars of companies (RoCs), officers who oversee companies’ compliance with the Companies Act and the LLP Act, and three new regional directors (RDs), who oversee the work of RoCs. It also redrew jurisdictions among states to make regulations more local, responsive and business-friendly.

The move comes at a time when India is seeing a surge in new entities – around 150,000 companies and 75,000 LLPs being set up every year – putting pressure on the existing oversight system.

“The expanded workforce and reallocation of jurisdiction makes the Republic of Cyprus and the RD more accessible to local businesses,” the person cited above said, on condition of anonymity.

While officials say the restructuring will make corporate regulators more accessible and efficient, experts say it is a timely response to India’s rapidly expanding business environment.

“The restructuring of the Republic of Cyprus and regional director framework represents a strategic response to India’s rapidly expanding corporate ecosystem,” said Vikash Thakur, deputy director at consultancy firm Nexdigm.

According to Asish Philip, managing partner of lawyers Lakshmikumaran and Sridharan, the corporate affairs ministry has recently expanded the eligibility for companies to apply for fast-track mergers and the recent increase in the number of offices will strengthen the ability of RDs to approve applications in a time-bound manner.

The ministry is also expected to increase the rigor of investigations into government enforcement measures, according to the person cited above.

What’s changing?

There are currently 26 KCs in India; Delhi and Haryana share one and seven northeastern states also share one and it operates from Guwahati in Assam.

According to two separate orders issued by the ministry of corporate affairs, Delhi will get two TCs after revamp, one for South Delhi and the other for Central Delhi, while Haryana will get one TC operating from Chandigarh. At this time, a Republic of Cyprus was taking care of both states.

Uttar Pradesh now has a second RoC to operate from Noida in addition to the existing one in Kanpur. In addition to Mumbai and Pune, there will be two new Cypriots in Navi Mumbai and Nagpur in Maharashtra. Calcutta will also have a new Republic of Cyprus.

Currently, there are seven RDs dealing with the affairs of the Republic of Cyprus. They are in Delhi, Ahmedabad, Shillong, Kolkata, Chennai, Mumbai and Hyderabad and deal with the north zone, north west zone, north east, east, south, west and south east respectively.

The RD structure has now been expanded to 10 regional directorates for companies and LLPs, resulting in two more sets of orders from the ministry.

What are RoCs and RDs?

RoCs are government officials who keep track of all registered companies and LLPs in India. They handle everything from registering new businesses to ensuring existing businesses comply with the rules under the Companies Act and the LLP Act.

Every company must submit its annual financial statements and statements to the Republic of Cyprus in the jurisdiction in which the company is headquartered. This regulation helps the government monitor compliance and maintain an official record of India’s corporate activities. RoCs also come into play when companies fail to meet legal requirements.

The KCs report to the RDs, who in turn report to the director general of corporate affairs (DGCA). The DGCA is the top administrative authority of the ministry of corporate affairs and advises the secretary and the minister of corporate affairs on regulatory and administrative matters.

What do the experts say?

The addition of six new Republic of Cyprus offices and three new RD offices to more than 1.82 million active companies as of January 2025 is aimed at improving administrative efficiency, Nexdigm’s Thakur said, adding that the restructuring is particularly focused on high-density corporate centers.

This also significantly reduces the average caseload per office, according to Thakur. He added that states such as Maharashtra and Delhi, which had more than 350,000 and 250,000 active companies respectively, were previously served by the sole Republic of Cyprus, creating bottlenecks in compliance processes and grievance redressal.

“From a stakeholder perspective, this revamp delivers tangible benefits overall. From a government perspective, it strengthens regulatory oversight and enables more focused oversight of corporate compliance under the Companies Act 2013 and the LLP Act 2008, while also reducing the response time for regulatory approvals and enforcement actions,” said Thakur.

Philip said India’s regulatory philosophy is rapidly moving towards promoting ease of doing business and the increase in the number of RDs with the Republic of Cyprus will bring positive changes for companies and professionals. These changes include improved administrative efficiency, faster approval of forms, faster adjudication of matters, and improved compliance monitoring.

Philip said the administrative restructuring will also allow RDs and ROCs to have stricter scrutiny on important compliances that apply to companies, such as significant beneficial ownership and corporate social responsibility.

“Due to administrative restructuring, professionals will benefit from better access to geographically closer regulatory authorities, facilitating faster processing and more effective corporate governance advice, thus promoting a more responsive and accountable regulatory environment,” said Jay Prajapati, company secretary at NPV Insolvency Professionals Pvt. Ltd.