Section 380 of Companies Act, 2013 – Documents, etc., to be delivered to Registrar by foreign companies

SECTION 380. DOCUMENTS, ETC., TO BE DELIVERED TO
REGISTRAR BY FOREIGN COMPANIES

[Effective from 1st April, 2014]

(1) Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registration—

(a)   a certified copy of the charter, statutes 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 the English language, a certified translation thereof in the English language;

(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 as may be prescribed;

(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 as may be prescribed.

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

(3) Where any alteration 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.

Applicable Rules

Companies (Registration of Foreign Companies) Rules, 2014

[Effective from 1st April, 2014]

Rule 3. Particulars relating to directors and Secretary to be furnished to the Registrar by foreign Companies.—(1) 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.

(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 (PAN) , 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 Form FC-1 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 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. 

Rule 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.