Companies incorporated elsewhere
A company incorporated in another state, but which intends to carry on business, open a unit or branch, or hold property in Sikkim.
Regulatory guide
Sikkim Companies Act enlistment for companies registered elsewhere in India
Sikkim’s company law pre-dates its merger with India. Under Article 371F of the Constitution, laws in force in Sikkim before 1975 continue until a competent legislature or authority amends or repeals them, and that protection has kept the Registration of Companies (Sikkim) Act, 1961 in force. If your company was incorporated under the central Companies Act and you plan to operate in Sikkim, this guide explains what the law says, what enlistment is, and what to prepare.
- Governing law in Sikkim
- Registration of Companies (Sikkim) Act, 1961
- Who enlists
- Companies registered under the central Companies Act
- Office handling it
- Law Department, Government of Sikkim
The short answer
Is the Indian Companies Act applicable in Sikkim?
The Ministry of Corporate Affairs told the Rajya Sabha on 19 August 2025 that the Companies Act, 2013 does not currently apply in Sikkim, because the repeal of the Registration of Companies (Sikkim) Act, 1961 has not been carried out and the Sikkim Government has not yet given its consent. The 1961 Act therefore remains in force.
Since 2007, a company registered under the central Companies Act can apply for enlistment in Sikkim. The company stays governed by the central Act, and enlistment places it on the record maintained under the Sikkim Act. Local departments often ask for this record when a company applies for approvals in the state.
Legal background
How Sikkim came to have its own company law framework
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1961
Sikkim’s own company law
The Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961) was enacted to regulate the registration of companies in the state.
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2007
Enlistment introduced
Sikkim Act 13 of 2007 amended the 1961 Act so that companies registered under the central Companies Act could apply for enlistment or identification in Sikkim.
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2013 – 2019
Central Act, with Sikkim carved out
Section 465 of the Companies Act, 2013 provides for repeal of the Sikkim Act. When the Ministry of Corporate Affairs notified Section 465 on 30 January 2019, it excluded the repeal of the Sikkim Act, which therefore continued in force.
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2025
Position restated in Parliament
In a Rajya Sabha reply on 19 August 2025, the Ministry stated that the Companies Act, 2013 does not currently apply in Sikkim and that the 1961 Act has not been diluted.
Practical relevance
When enlistment comes up in practice
Land and lease transactions
District registration offices in Sikkim list enlistment of the company with the Law Department among the documents for registering a lease deed.
Local licences and approvals
Companies commonly find that departments handling trade licences, NOCs and similar approvals ask for proof of enlistment, so many complete it first. Requirements differ by department.
Banking and tender eligibility
Enlistment gives a Sikkim-facing record of the company that may be asked for alongside incorporation documents when dealing with local authorities and agencies.
Planning a new entry
Founders deciding where to incorporate a business meant for Sikkim benefit from understanding the position before filing anything.
Existing Sikkim operations
Companies already operating in the state who are unsure whether their records with the Sikkim authorities are complete.
What the application covers
Information listed in the 2007 amendment
- Date of registration under the central Companies Act
- Total capital of the company
- Copy of the last annual return
- Income tax clearance
- Clearance from the Registrar of Companies
- Fee as prescribed by notification, paid by the mode the department specifies
The list reflects the text of Sikkim Act 13 of 2007. Departments can revise formats and annexures, so verify the current checklist before filing.
Clearing up confusion
Common misconceptions
- The belief that enlistment converts the company into a Sikkim-registered company. The 2007 amendment states that an enlisted company continues to be governed by the central Companies Act.
- The belief that a company can simply be incorporated on the MCA portal with a Sikkim registered office. The Ministry has said the 2013 Act does not currently apply in Sikkim and that two such incorporations are under administrative review.
- The belief that the Sikkim Act was repealed in 2013. Section 465 provides for repeal, but the 2019 notification left the Sikkim Act in force.
Points to keep in mind
- Prescribed documents and fees can be updated by notification, so confirm the current list with the department before filing.
- Enlistment is separate from GST, PAN, trade licence and other registrations, each with its own authority.
- Names, capital and annual return details should match the Registrar of Companies records.
- Other local conditions, such as board composition or employment of local residents, can apply in particular situations such as land lease.
Process overview
How enlistment generally proceeds
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STEP 1
Review company records
Check the certificate of incorporation, capital structure, latest annual return and any pending filings with the Registrar of Companies.
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STEP 2
Gather clearances
Collect income tax clearance and the clearance from the Registrar of Companies that the amendment lists as annexures.
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STEP 3
Apply to the Law Department
Submit the application with the prescribed information and fee, then respond to any queries raised by the department.
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STEP 4
Use the enlistment
Keep the enlistment record ready for lease registration, licences and other local processes that ask for it.
Frequently asked questions
Sikkim Companies Act enlistment: common questions
Does the Companies Act, 2013 apply in Sikkim?
According to the Ministry of Corporate Affairs, not currently. In a Rajya Sabha reply on 19 August 2025, the Ministry said Section 465 provides for repeal of the Registration of Companies (Sikkim) Act, 1961, but the repeal has not been carried out because the Sikkim Government has to be consulted first. The 1961 Act remains in force.
What is enlistment under the Sikkim Companies Act?
Enlistment, also called identification, is a process introduced by the 2007 amendment to the Registration of Companies (Sikkim) Act, 1961. A company registered under the central Companies Act applies to be entered in the records maintained under the Sikkim Act.
Does enlistment change the law that governs my company?
No. The 2007 amendment states that the company continues to be governed by the central Companies Act, and that enlistment is only for maintaining records of companies operating in Sikkim.
Which office handles enlistment in Sikkim?
Government of Sikkim documents refer to enlistment of the company with the Law Department under the company law of the state. For example, the South Sikkim district registration section lists it among the documents for a lease deed.
What information does the application require?
The 2007 amendment lists the date of registration, total capital, a copy of the last annual return, income tax clearance and clearance from the Registrar of Companies, together with the prescribed fee. Procedures can change, so confirm the current requirements with the department.
Do I need enlistment before applying for a trade licence in Sikkim?
It depends on the authority and the activity. Companies incorporated outside Sikkim commonly find that local departments ask for proof of enlistment, so it is usually sensible to complete it before applying. Check the checklist of the specific licensing authority.
Can I incorporate a new company with a Sikkim registered office on the MCA portal?
The Ministry has said the Companies Act, 2013 does not currently apply in Sikkim, and in its 2025 reply noted that two companies incorporated with Sikkim addresses were under administrative action. Seek professional advice before choosing where to incorporate.
Sources
- Registration of Companies (Sikkim) Act, 1961, as amended by Act 3 of 1989 and Act 13 of 2007 (PRS India)
- Registration of Companies (Amendment) Act, Sikkim, 2008 (Legitquest)
- Companies Act, 2013, Section 465: repeal and savings
- MCA notification of 30 January 2019 on Section 465 (CAclubindia)
- Rajya Sabha Unstarred Question No. 2943, answered 19 August 2025 (TaxGuru)
- Registration Section, South Sikkim District Administration
This page is general information, not legal advice. Laws, forms and departmental practice change; verify the current position before acting.