Registration of Foreign Companies

Companies (Registration of Foreign Companies) Rules, 2014 prescribes guidelines to be followed for the registration of a foreign company.

Every foreign company shall, within thirty days of the establishment of its place of business in India, in addition to the particulars specified in the subsection (1) of section 380 of the Act (i.e., Companies Act, 2013), file with the registrar Form FC-1 with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 and with the documents that are required to be delivered for the registration by a foreign company.

A foreign Company which has established a place of business in India should submit following documents with the Registrar of Companies for registration within 30 days of establishment of place of business in India in form FC-1:-

i. Certified copy of Charter, statutes or memorandum and articles of association or other Instrument constituting or defining the constitution of the company. If it is not in English language, its certified translation should also be submitted.

ii. Approval letter from Reserve Bank of India for the setting up of business in India is to be attached. (It is mandatory to attach attested copy of such approval)

iii. List of directors and secretary of the foreign company (Mandatory). Details should contain present and former name & surname, his usual residential address, nationality, business occupation etc.

iv. Name and address or names and addresses of one or more person/s resident in India, authorized to accept service, process, notice or any other document in India on behalf of the Foreign Company.

v. Power of attorney or board resolution in favour of the authorized representatives is to be attached.

vi. Full address of the office of the company in India which is deemed to be its principal place of business in India.

vii. Declaration that none of the directors of the company or the authorized representative in India has ever been convicted or debarred from formation of companies and management in India or abroad;

viii. Attested copy of approval of other regulators, if any.

ix.  Any other information as may be prescribed

If any alteration is made or occurs in the document delivered to the Registrar for the registration under the sub-section (1) of section 380, the foreign company must file with the Registrar, a return in the Form FC2 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing all the particulars of the alteration, within a period of thirty days from the date on which the alteration was made or occurred.

The eForm( FC-1) needs to be digitally signed by authorized representative of the foreign company. There is no need to obtain DIN for Directors of a foreign company. However, it is mandatory to register the DSC of the authorized representative of the foreign company via associate DSC service available at MCA portal.

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