Establishing Foreign Company

We have discussed General provisions related to foreign companies Section 380 asks for delivery of certain documents to the Registrar of Companies within thirty days of establishment of its place of business. The Section requires following documents to be delivered:

• a certified copy of the charter, statute or memorandum and articles of the company or other instrument constituting or defining the constitution of the company and if the instrument is not in English language, a certified translation thereof in the English language;
• the full address of the registered or principal office of the company;
• a list of the directors and secretary of the company with particulars;
• 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;
• the full address of the office of the company in India which is deemed to be its principal place of business in India;
• particulars of opening and closing of a place of business in Indian on earlier occasions;
• declaration that none of the directors of the company or authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; or
• other prescribed particulars.

Rule 3 of the Companies (Registration of foreign Companies) Rules 2014 prescribes in detail.

Every foreign company shall, within thirty days of establishment of its place of business in India, in addition to the particulars specified in sub-section (1) of section 380 of the Act, also deliver to the Registrar for registration, a list of directors and Secretary of such company. [Rule 3(1) of the Companies (Registration of foreign Companies) Rules 2014]

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:-

• personal name and surname in full;
• any former name or names and surname or surnames in full;
• father’s name or mother’s name and spouse’s name;
• date of birth;
• residential address;
• nationality;
• if the present nationality is not the nationality of origin, his nationality of origin;
• 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)
• income-tax permanent account number (PAN) , if applicable;
• occupation, if any ;
• 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);
• other directorship or directorships held by him;
• Membership Number (for Secretary only); and
• e-mail ID. [Rule 3(2) of the Companies (Registration of foreign Companies) Rules 2014]

A foreign company shall, within a period of thirty days of the establishment of its place of business in India, file with the registrar Form FC – 1 and with the documents required to be delivered for registration by a foreign company 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. [Rule 3(3) of the Companies (Registration of foreign Companies) Rules 2014]

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 Form FC – 2 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.