A company that has been established in India must abide by the 2013 Companies Act. The appointment, learning, remuneration, and retirement of the company’s directors are all governed by the Companies Act of 2013. The conduct of board meetings and shareholders meetings, for example, was introduced. The preparation and distribution of annual reports as well as continuous accounting record management. The 2013 Corporations Act regulates the formation, operation, and liquidation of all types of companies. The Companies Act of 2013 superseded the Companies Act of 1956 after 58 years, with a significant portion of its provisions going into force on April 1, 2014. The 2013 Companies Act is composed of 29 chapters, 470 parts, and 7 schedules.
In addition to the provisions of the 2013 Companies Act, a sizable amount of the law assumes shape in the way of Rules. The Indian Companies Act of 2013 assisted in the creation of the new corporate democracy. It was a huge shift from governmental control to self-governance. Minority shareholders are protected by a variety of provisions in the 2013 Act, such as stricter guidelines for companies accepting public deposits, the ability to file class actions, etc.
Section 380 Documents, Etc., To Be Delivered To Registrar By Foreign Companies Of Companies Act, 2013
Every foreign company must submit the following documents towards the registration of companies for registration within thirty days of it’s of starting an office in India:
- Documents relevant to the company’s constitution, such as the charter, laws, or memorandum and articles of organization. If the document is not in English, a certified translation into English must be provided.
- Address—the complete address of the company’s registered or main office.
- List of officials: A list of the company’s board of directors and secretary, together with any further information that may be required. [Companies (Registration of Foreign Companies) Rules, 2014, Rule 3 and Form Nos. FC 1 and FC 2]
- Contact information and address of agent in India: the address and name of one or more Indian residents who have been given permission to receive service of procedure and any notices or additional documents that must be served on the firm on the company’s behalf.
- Company office address: – The complete address of the company’s office in India, which is considered to be its major place of business in India.
- Opening and closure of place of business in India: Complete information on the events leading up to the opening and shutting of the location.
- Conviction: A statement that certain company directors or their authorized representatives in India have never been found guilty of a crime or disqualified from managing businesses in India or abroad.
Deliver a return including the specifics of the alteration in the specified form to the registrar of companies for registration in the event that any alteration or modification is made to documents and is sent to the registrar of companies within 30 days of the alteration or modification.
Rule 3 of Companies (Registration of Foreign Companies) Rules, 2014
Directors List
- Within in the period of thirty days since the place of business establishment in India, every foreign company has to along with particulars mentioned in the Section 380(1) of the Companies Act, 2013 has to send the registrar the list of secretary and the directors of the company for the purpose of registration of the company.
- The following information of all the important individuals like directors and the secretaries and others who have equal status of the foreign company is to be included and sent:
- Full name and surname
- Full former names and surnames if there
- Names of mother, father or the spouse
- Birth date
- Address of the residency, where he/she lives
- Nationality
- The nationality of the origin, if there is a different nationality
- Number of passport, the country and date of issue. There are more passports then all the passport details for each present.
- PAN Card, if applicable
- Information about the occupation is any
- Director Identification Number (DIN), Name and Corporate Identity Number (CIN) if the position of director is there in any other company
- Information about other directorships;
- Number of membership of the secretaries
- Mail Id
- The Form FC-1 is to be filed within the thirty days of the establishment of the business place in India with the required fees as mentioned in Companies (Registration Offices and Fees) Rules of 2014. Along with this fees all the relevant documents are also to be submitted for the registration process of the company to the registrar with a attested copy of the RBI (Reserve Bank of India) approval under the FEMA and various other regulations which are necessary for the foreign company establishment in India or a authorized representative’s declaration which states that no such approval is necessary can also do the work.
- At the time of alterations in the documents which were delivered to the registrar under the Sub-Section (1) of Section 380 of Companies Act, for the registration, the Form FC-2 with the fees required is to be filled along with all the information about the alteration within 30 days of the alternations made.
Rule 8 of Companies (Registration of Foreign Companies) Rules, 2014
Office where the documents to be delivered and the fees for the registration of the documents
The references to the Registrar under Chapter XXII of the Act, i.e. Companies Incorporated outside India, and these rules shall be in accordance. Any document that any foreign company is obliged to provide to the Registrar is to be given to the Registrar having authority over New Delhi jurisdiction. All documentation that foreign companies are obligated to submit with the Registrar must be in English, and if they are not, they must be accompanied by an English translation that has been officially verified as accurate in accordance with these requirements.
If any foreign company no longer has a place of business in India, it must immediately notify the Registrar of this fact, and as of the date notice is given, the company is no longer required to deliver any documents to the Registrar, assuming it has no other place of business in India.
Rule 10 of Companies (Registration of Foreign Companies) Rules, 2014
Authentication of Translated Documents
All documentation that foreign companies are obligated to submit with the Registrar must be in English, and if they are not, they must be accompanied by an English translation that has been officially verified as accurate in accordance with these requirements.
If such a translation is done outside of India, it must be validated by the official who is in charge of the original or a Notary Public from the nation (or region of the nation) where the company is established.
If the company has been established outside of the Commonwealth, a diplomatic or consular officer authorized in this capacity under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948, or, in the absence of such an officer, any of the officials mentioned in Section 6 of the Commissioners of Oaths Act, 1889, or in any other relevant Act for the said purpose, must authenticate the signatory’s signature or seal.
Where such a translation has been produced within India, it must be authenticated by either an advocate, attorney, or pleader qualified to appear before any High Court, or by an affidavit from a qualified individual who, in the Registrar’s opinion, has sufficient knowledge of both the original language and English.
Conclusion
Within thirty days of opening a business location in India, a foreign corporation must file Form FC-1 with the registrar. The paperwork that must be supplied in order for a foreign corporation to register under Section 380 of Companies Act rules.
Frequently Asked Questions
It must submit the English version of the MOA, AOA, or certificate of incorporation along with its most recent audited balance statement, both of which must be attested by the Indian Embassy or a Notary Public in the nation where the registration was made.
Yes, the Companies Act, 2013 affects the foreign companies in India. The Companies Act, 2013 outlines all the necessary rules and requirements that the foreign company will have to follow.
The Section 380 talks about the documents which are to be delivered by the foreign company to the registrar of companies.
The clause (d) of subsection (1) of Section 380 of Companies Act, talks that the documents related to the names and addresses of the person that is a resident of India, this can be a individual for 2 or more people, who are authorized to accept the services of procedure and any notices or additional documents that must be served on the firm on the company’s behalf.
The foreign companies have to submit the documents to the registrar within thirty days from opening the business place in India as per the section 380 of Companies Act, 2013.
The Form FC – 1 is an essential form that is to be filed within thirty days of the establishment of the business place in India. This form is related to the registration procedure and fees along with it.
Alternations have to be filed with the registrar within 30 days of such alterations made under the Section 380 of Companies Act.
All the documents that are being submitted are to be in English language. If the original documents are not in English language, then those documents are to be along with translation in English language as per Section 380 of Companies Act, 2013.
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