Foreign Company Registration with ROC

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Foreign Company in India

Foreign Company Registration in India

A foreign company in India shall file the particulars of the principal place of business within 30 days of establishment of place of business in India alongwith the required documents to ROC, Delhi. The Registrar of the corresponding state shall have access to these documents filed with ROC, Delhi.

However, where not less than 50%. of the paid-up share capital, whether equity or preference or partly equity and partly preference , of a foreign company is held by one or more citizens of India or by one or more companies or bodies corporate incorporated in India, or by one or more citizens of India and one or more companies or bodies corporate incorporated in India, whether singly or in the aggregate, such foreign company shall with regard to the business carried on by it in India will be treated as if it were a company incorporated in India.

Eligibility for Registration of Foreign Company in India

Foreign Company in India should be company or body corporate incorporated outside India

Foreign Company in India should have a place of business in India whether by itself or through an agent, physically or through electronic mode. It can have place of business as Liaison / Branch / Project / Representative /Other office in India.

Foreign Company in India should conduct any business activity in India in any other manner.

Documents required for Registration of Foreign Company in India

For Authorised Representative(s)

  • PAN
  • Passport(s)
  • Digital Signature Certificate (DSC)

For Foreign Company

  • Certified copy of the certified copy of the charter, statutes or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company (Mandatory).
  • List of the directors and secretary of the foreign company (Mandatory)
  • Power of Attorney or Board resolution in favour of the Authorised Representative(s) (Mandatory)
  • Attested copy of approval letter from RBI
  • Attested copy of permission letter of other authority(s)/Regulator(s) (If any) or or declaration from the authorised representative of foreign company that no such approval is required
  • Particulars of person covered u/s 379
  • Details of principal place of business in India
  • List of other place of business in India at present or in past (if any)
  • Interest of Authorised Representative (s) in other entities
  • Particulars of subsidiary, holding or associate companies of the foreign company in India
  • (k) Particulars of related party of foreign company

NOTE: If the document attached in not in English, then a certified translation in English language has to be attached.

Procedure for Foreign Company Registration in India

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Take DSC of Authorized Representative

The application for registration of foreign company in India filed online and it is mandatory required to be signed by the one authorized representative If the Digital Signature Certificate (DSC) is not present for one authorized representative then it is required to be taken for one authorized representative of the foreign company (if there are more than one authorized representative), who is required to sign the e-form for registration before filing application to the Registrar. Photo, ID and Address proof is required along with DSC application form for issuance of DSC.

Preparation of Documents and E-Application

After getting the DSC and documents from clients, internally we prepare the documents and e-application for purpose of submission to Registrar of Companies.

Submission of E-Application to ROC

Application for registration is made to Registrar of Companies (ROC) in e-form FC-1 along specified documents like charter, board resolution, list of directors/secretary etc.

Approval of e-form filed with Registrar

ROC then scrutinizes the e-application for registration of foreign company. If ROC finds the e-application and related documents in order, approve registration of foreign company.

Frequently Asked Questions (FAQs)

What is Foreign Company?

“Foreign company” means any company or body corporate incorporated outside India which,—

  • has a place of business in India whether by itself or through an agent, physically or through electronic mode; and
  • conducts any business activity in India in any other manner.

Does Act also apply to foreign company in India, where not less than 50% of the paid-up share capital, whether equity or preference or partly equity and partly preference, of a foreign company is held by one or more citizens of India or by one or more companies or bodies corporate incorporated in India, or by one or more citizens of India and one or more companies or bodies corporate incorporated in India, whether singly or in the aggregate?

No, where not less than fifty percent of the paid-up share capital, whether equity or preference or partly equity and partly preference, of a foreign company is held by one or more citizens of India or by one or more companies or bodies corporate incorporated in India, or by one or more citizens of India and one or more companies or bodies corporate incorporated in India, whether singly or in the aggregate, such company shall comply with the provisions of this Chapter and such other provisions of this Act as may be prescribed with regard to the business carried on by it in India as if it were a company incorporated in India.

What are provisions related to accounts of foreign company?

Every foreign company shall, in every calendar year,—

  • make out a balance sheet and profit and loss account, containing such particulars and including or having annexed or attached thereto prescribed documents; and
  • deliver a copy of those documents to the Registrar

If any such document as mentioned above is not in the English language, there shall be annexed to it a certified translation thereof in the English language.

Every foreign company shall send to the Registrar along with the documents required to be delivered to him, a copy of a list of all places of business established by the company in India as at the date with reference to which the balance sheet referred above is made out.

How a foreign company in India display its name?

Every foreign company shall—

  • conspicuously exhibit on the outside of every office or place where it carries on business in India, the name of the company and the country in which it is incorporated, in letters easily legible in English characters, and also in the characters of the language or one of the languages in general use in the locality in which the office or place is situate;
  • cause the name of the company and of the country in which the company is incorporated, to be stated in legible English characters in all business letters, billheads and letter paper, and in all notices, and other official publications of the company; and
  • if the liability of the members of the company is limited, cause notice of that fact—(i) to be stated in every such prospectus issued and in all business letters, bill-heads, letter paper, notices, advertisements and other official publications of the company, in legible English characters; and (ii) to be conspicuously exhibited on the outside of every office or place where it carries on business in India, in legible English characters and also in legible characters of the language or one of the languages in general use in the locality in which the office or place is situate.

What are provisions for service on foreign company?

Any process, notice, or other document required to be served on a foreign company shall be deemed to be sufficiently served, if addressed to any person whose name and address have been delivered to the Registrar under section 380 and left at, or sent by post to, the address which has been so delivered to the Registrar or by electronic mode.

Does provisions related to Annual Return u/s 92 also apply to foreign company?

Yes, the provisions of section 92 shall, subject to such exceptions, modifications and adaptations as may be made therein by rules made under this Act, apply to a foreign company as they apply to a company incorporated in India.

Does provisions related to debentures as provided u/s 71 also applicable to foreign company in India?

The provisions of section 71 shall apply mutatis mutandis to a foreign company.

Does provisions related to books of account, etc., to be kept by company provided u/s 128 and corporate social responsibility provided u/s 135, also applicable to foreign company in India?

Yes, the provisions of section 128 and section 135 shall apply to a foreign company to the extent of requiring it to keep at its principal place of business in India, the books of account referred to in that section, with respect to monies received and spent, sales and purchases made, and assets and liabilities, in the course of or in relation to its business in India.

Does provisions related to Registration of charges under chapter VI of the Act also apply to foreign company in India?

The provisions of Chapter VI shall apply mutatis mutandis to charges on properties which are created or acquired by any foreign company.

Does provisions related to Inspection, Inquiry and Investigation as mention under chapter XIV of the Act also apply to foreign company in India?

The provisions of Chapter XIV shall apply mutatis mutandis to the Indian business of a foreign company as they apply to a company incorporated in India.

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