valid as on 20/09/2018

Section 380. Documents, etc., to be delivered to Registrar by foreign companies
Effective from 01-04-2014

(1) Every  shall, within thirty days of the establishment of its place of business in India, deliver to the

(a) a certified copy of the charter, statutes or and , of the company or other instrument constituting or defining the constitution of the company and, if the instrument is not in the English language, a
(b) the full address of the registered or principal office of the company;
(c) a list of the directors and secretary of the company containing such particulars
(d) the name and address or the names and addresses of one or more persons resident in India authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company;
(e) the full address of the office of the company in India which is deemed to be its principal place of business in India;
(f) particulars of opening and closing of a place of business in India on earlier occasion or occasions;
(g) declaration that none of the directors of the company or the authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; and
(h) any other information .

(2) Every foreign company existing at the commencement of this Act shall, if it has not delivered to the  before such commencement, the documents and particulars specified in sub-section (1) of section 592 of the Companies Act, 1956, continue to be subject to the obligation to deliver those documents and particulars in accordance with that Act.

(3) Where any  is made or occurs in the documents delivered to the Registrar under this section, the foreign company shall, within thirty days of such alteration, deliver to the Registrar for registration, a return containing the particulars of the alteration in the prescribed form.

2(43) Foreign Company means any company or body corporate incorporated outside India which,—

(a) has a place of business in India whether by itself or through an agent, physically or through   electronic mode;

(b) conducts any business activity in India in any other manner.

Refer rule 8 of Companies (Registration of Foreign Companies) Rules,2014. To view the rule,Click Here
2(56) Memorandum means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act
2(5) Articles means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act
Refer rule 9 and 10 of Companies (Registration of Foreign Companies) Rules,2014. To view the rule,Click Here
Refer rule 3 and Form Nos. FC 1 and FC 2 of the Companies (Registration of Foreign Companies) Rules, 2014. To view the rule,Click Here
Refer Rule 3- Companies (Registration of Foreign Companies) Rules,2014.To view the rule,Click Here
2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
2(3) Alteration includes the making of additions, omissions and substitutions.

22.1.10- Companies (Registration of Foreign Companies) Rules,2014

10. Authentication of translated documents.-

(1) All the documents required to be filed with the Registrar by the foreign companies shall be in English language and where any such document is not in English language, there shall be attached a translation thereof in English language duly certified to be correct in the manner given in these rules.

(2) Where any such translation is made outside India, it shall be authenticated by the signature and the seal, if any, of-

(a) the official having custody of the original; or
(b) a Notary (Public) of the country (or part of the country) where the company is incorporated:
Provided that where the company is incorporated in a country outside the Commonwealth, the signature or seal of the person so certifying shall be authenticated by a diplomatic or consular officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948, or, where there is no such officer, by any of the officials mentioned in section 6, of the Commissioners of Oaths Act, 1889 (52 and 53 Vic C 10), or in any relevant Act for the said purpose.

(3) Where such translation is made within India, it shall be authenticated by-

(a) an advocate, attorney or pleader entitled to appear before any High Court; or
(b) an affidavit, of a competent person having, in the opinion of the Registrar, an
adequate knowledge of the language of the original and of English.


22.1.3- Companies (Registration of Foreign Companies) Rules,2014

(1) Every foreign company shall, within thirty days of establishment of its place of business in India, in addition to the particulars specified in subsection (1) of section 380 of the Act, also deliver to the Registrar for registration, a list of directors and Secretary of such company.

(2) The list of directors and secretary or equivalent (by whatever name called) of the foreign company shall contain the following particulars, for each of the persons included in such list, namely:-

(a) personal name and surname in full;

(b) any former name or names and surname or surnames in full;

(c) father’s name or mother’s name and spouse’s name;

(d) date of birth;

(e) residential address;

(f) nationality;

(g) if the present nationality is not the nationality of origin, his nationality of
origin;

(h) passport Number, date of issue and country of issue; (if a person holds more than one passport then details of all passports to be given)

(i) income-tax permanent account number  , if applicable;

(j) occupation, if any ;

(k) whether directorship in any other Indian company, (Director Identification Number (DIN), Name and Corporate Identity Number (CIN) of the company in case of holding directorship);

(l) other directorship or directorships held by him;

(m) Membership Number (for Secretary only); and

(n) e-mail ID.

(3) A foreign company shall, within a period of thirty days of the establishment of its place of business in India, file with the registrar with such fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and with the documents required to be delivered for registration by a foreign company in accordance with the provisions of sub-section (1) of section 380 and the application shall also be supported with an attested copy of approval from the Reserve Bank of India under Foreign Exchange Management Act or Regulations, and also from other regulators, if any, approval is required by such foreign company to establish a place of business in India or a declaration from the authorised representative of such foreign company that no such approval is required.

(4) Where any alteration is made or occurs in the document delivered to the Registrar for registration under sub-section (1) of section 380, the foreign company shall file with the Registrar, a return in along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars of the alteration, within a period of thirty days from the date on which the alteration was made or occurred.

Refer General Circular 12/2014 and 16/2014. To view the clarification,Click Here
To view the return ,Click Here
To view the return ,Click Here

22.1.8- Companies (Registration of Foreign Companies) Rules,2014

8. Office where documents to be delivered and fee for registration of documents.-

(1) Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in Chapter XXII of the Act i.e. Companies Incorporated Outside India and these rules shall be construed accordingly.

(2) The fee to be paid to the Registrar for registering any document relating to a foreign company shall be such as provided in the Companies (Registration Offices and Fees) Rules, 2014.

(3) If any foreign company ceases to have a place of business in India, it shall forthwith give notice of the fact to the Registrar, and as from the date on which notice is so given, the obligation of the company to deliver any document to the Registrar shall cease, provided it has no other place of business in India.


22.1.9- Companies (Registration of Foreign Companies) Rules,2014

9. Certification.-

A copy of any charter, statutes, memorandum and articles, or other instrument constituting or defining the constitution of a Foreign company shall be duly certified to be a true copy in the manner given below –

(1) If the company is incorporated in a country outside the Commonwealth-

(a) the copy aforesaid shall be certified as a true copy by-

(i) an official of the Government to whose custody the original is situated; or
(ii) a Notary (Public) of such Country; or
(iii) an officer of the company.

(b) The signature or seal of the official referred to in sub-clause (i) of clause (a) or the certificate of the Notary (Public) referred to in sub-clause (ii) of clause (a) shall be authenticated by a diplomatic or consular officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and fees) Act, 1948 (XL of 1948), or where there is no such officer, by any of the officials mentioned in section 6 of the Commissioners of Oath Act, 1889 (52 and 53 Vic.C. 10), or in any relevant Act for the said purpose.

(c) The certificate of the officer of the company referred to in sub-clause (iii) of clause (a) shall be signed before a person having authority to administer an oath as provided under section 3 of the Diplomatic and Consular Officers (Oath and Fees) Act, 1948 (XL of 1948), or as the case may be, by section 3 of the Commissioners of Oath Act, 1889 (52 and 53 Vic, C. 10) and the status of the person administering the oath in the latter case being authenticated by any official specified in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic.C. 10) or in any relevant Act for the said purpose.

(2) If the company is incorporated in any part of the Commonwealth, the copy of the document shall be certified as a true copy by-

(a) an official of the Government to whose custody the original of the document
is committed; or
(b) a Notary (Public) in that part of the Commonwealth; or
(c) an officer of the company, on oath before a person having authority to administer an oath in that part of the Commonwealth.

(3) Any altered document delivered to the Registrar should also be duly certified in the manner mentioned above.

(4) If the Company is incorporated in a country falling outside the Commonwealth, but a party to the Hague Apostille Convention, 1961-

(a) the copy of the documents shall be certified as a true copy by an official of the Government to whose custody the original is committed and be duly apostillised in accordance with Hague Convention;
(b) a list of the directors and the secretary of the Company, if any, the name and address of persons resident in India, authorized to accept notice on behalf of the Company shall be duly notarized and be apostillised in the Country of their origin in accordance with Hague Convention;
(c) the signatures and address on the Memorandum of Association and proof of identity, where required, of foreign nationals seeking to register a company in India shall be notarized before the notary of the country of their origin and be duly apostillised in accordance with the said Hague Convention.


Enforcement Notification S.O. 902(E) dated 26/03/2014


General circular 12/2014


General Circular 16/2014


Form No FC-1 Information to be filed by Foreign Company


Form No.FC-2 Return of alteration in the documents filed for registration by Foreign Company


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