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Foreign Companies--Key Compliances under Companies Act, 2013

Pragya Lalwani

This write-up highlights major compliances regarding registration of documents, filing of accounts and annual return, etc., that a foreign company has to undergo under the Companies Act, 2013.

1. Introduction

"Indian company" means a company incorporated in India while a "foreign company" means a company incorporated outside India having a place of business in India and conducting business activity in India. Further, companies or body corporate incorporated outside India can even carry out their business activities in India without having any physical presence, i.e., through electronic mode as included in the definition of foreign company. Foreign companies carrying out their business operations in India have to comply with certain provisions of the Companies Act, 2013. Chapter XXII of the Companies Act, 2013 specifically deals with the provisions relating to 'Companies Incorporated Outside India'. Further, rules regarding it are also prescribed under the Companies (Registration of Foreign Companies) Rules, 2014.

2. Meaning of foreign company

The expression 'foreign company' is defined under clause (42) of section 2 of the Companies Act, 2013. Accordingly, foreign company means any company or body corporate incorporated outside India which has a place of business in India, physically or through electronic mode, whether itself or through an agent or conducts any business activity in India in any other manner.

3. Documents to be delivered to Registrar for registration

Every foreign company is required to file Form FC-1 along with following documents to the Registrar within thirty days of establishment of its place of business in India:

(i) a certified copy of the charter or instrument defining the constitution of the company. If it is not in English language, a certified translation in English language;

(ii) full address of registered or principal office of the company;

(iii) full address of office of the company in India which is deemed to be its principal place of business in India;

(iv) list of the directors and secretary of the company containing details of each person;

(v) the name(s) and address(s) of the person(s) resident in India authorized to accept notices or documents on behalf of the company;

(vi) particulars of opening and closing of a place of business in India on earlier occasion(s);

(vii) declaration that none of the directors of the company or authorized representative in India has ever been convicted or debarred from formation of companies and management; and

(viii) attested copy of approval from RBI under FEMA and other regulators. Where no such approval is required, declaration in that behalf from authorised representative of such foreign company.

Where any alteration is made in any of the above documents, the same has to be filed in Form FC-2 within thirty days of such alteration made or occurred.

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