Summary: The supplied Frequently Asked Questions document on registration of foreign companies and subsidiaries of foreign body corporates addresses practical compliance questions under the Companies Act, 2013, the Companies (Registration of Foreign Companies) Rules, 2014, the Companies (Incorporation) Rules, 2014 and the FEMA framework governing foreign entities operating in India. The document does not itself identify an issuing authority or an instrument number/date, and therefore no such particulars are attributed to it.
The FAQ states that Form FC-1 is to be filed within 30 days of establishing a place of business in India. Subsequent projects or changes are generally to be reported through Form FC-2, with a fresh FC-1 stated to be necessary where a new project creates a separate place of business. The document also states that extension of RBI approval for a Liaison Office is to be intimated through Form FC-2, while annual filings for a foreign branch comprise Form FC-3 and Form FC-4. TaxGuru’s verified material similarly identifies FC-1 with Section 380 and Rule 3(3), and FC-4 with Section 384(2) and Rule 7.
The statutory framework identified in the FAQ includes Companies Act, 2013, particularly Section 380 concerning documents to be delivered by foreign companies, Section 379 concerning application of the Act to foreign companies, Section 384 concerning annual returns and related matters, Section 2(42) defining a foreign company, and Section 149(3) concerning the resident-director requirement for companies incorporated in India. TaxGuru has separately published material on the foreign-company framework, Section 149 and the meaning of a foreign company.
The FAQ distinguishes a foreign company having a place of business in India from an Indian subsidiary incorporated by a foreign entity. It states that a 100% subsidiary incorporated in India remains an Indian company and does not become a foreign company merely because its foreign parent owns all its shares. For a foreign company, the document states that Section 380(1)(d) requires one or more persons resident in India authorised to accept service of process and notices, whereas Section 149(3) applies the resident-director requirement to companies incorporated in India. The document further states that a branch office is not a separate legal entity from the foreign company and that agreements and employment are effectively those of the foreign company.
For office activities, the FAQ identifies permissible activities for Liaison Offices, Project Offices and Branch Offices. It states that Liaison Office activities include representing the parent/group companies, promoting exports/imports, promoting technical or financial collaborations and acting as a communication channel. Project Office activities are stated to be those mentioned in the approval letter. Branch Office activities include specified trading, professional, consultancy, research, collaboration, agency, IT/software and technical-support activities, while retail trading and manufacturing or processing are stated to be restricted. The supplied material also records validity periods: an initial Liaison Office validity of up to three years with extensions, Project Office validity for completion of the specified project, unlimited period for a Branch Office and validity for other offices according to RBI approval. The FEMA framework governing such offices is addressed by the Foreign Exchange Management (Establishment in India of a branch office or a liaison office or a project office or any other place of business) Regulations, 2016 and the RBI Master Direction – Establishment of Liaison/ Branch/ Project Offices in India by foreign entities.
On name reservation, the FAQ refers to Rules 8 and 8A of the Companies (Incorporation) Rules, 2014. It states that availability in the MCA National Names Database is the first step, but the Rule 8 resemblance/similarity test continues to apply even where a name is available. It also states that adding “India” alone does not necessarily make a name distinguishable and that trademark ownership or parent-company authorisation does not override name-availability requirements.
The documentation section refers to Section 380 of the Companies Act, 2013 and Rules 3, 9 and 10 of the Companies (Registration of Foreign Companies) Rules, 2014. The FAQ lists charter documents, board resolution or power of attorney, RBI/IFSC/AD Bank approval, identity and address proofs, director/secretary details, authorised-representative documents and Indian business-place address proof. It also refers to notarisation, apostillation or consularisation, certified English translations, and disclosures concerning earlier Indian places of business, Indian subsidiaries/holding/associate companies, related parties and Section 379(2).
The FAQ further states that foreign subscribers signing incorporation documents outside India are subject to authentication requirements determined by the jurisdiction where signing occurs. It specifically discusses Malaysia, Germany, the USA and Dubai, and refers to Rule 13 of the Companies (Incorporation) Rules, 2014. For CSR, the document states that foreign companies satisfying the eligibility criteria under Section 135 are not exempt, and it refers to Form CSR-2. TaxGuru has verified publications covering Section 135, the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Form CSR-2.
Finally, the FAQ addresses regulatory approvals. It states that the National Single Window System helps identify required approvals but does not substitute MCA filings, and that FC-1 must be supported by relevant sectoral approvals where applicable. It states that RBI approval is required for classification as Liaison Office, Branch Office or Project Office, while IFSCA is stated to be the primary approving authority for entities operating from IFSCA, subject to the exceptions stated in the document. It also records that RBI/FEMA requirements continue to apply to NRI investment routed through NRO/NRE accounts and addresses additional approval/security-clearance issues for persons from land-border-sharing countries. TaxGuru has verified material on the National Single Window System and the foreign-company FEMA framework.
- Complete Original Regulatory Content
- FREQUENTLY ASKED QUESTIONS
- REGISTRATION OF FOREIGN COMPANIES / SUBSIDIARY OF FOREIGN BODY CORPORATE
- Form Related Compliances
- FC-1 – Permissible activity
- FC-1 – Validity period
- Name Reservation – Rule 8 & Rule 8A of the Companies (Incorporation) Rules, 2014
- Documents Required for Registration of Foreign Companies
- Subscriber Sheet – Notarization / Apostille / Consularization
- Authority Related Queries
- Further Information – General Queries
Complete Original Regulatory Content
FREQUENTLY ASKED QUESTIONS
REGISTRATION OF FOREIGN COMPANIES / SUBSIDIARY OF FOREIGN BODY CORPORATE
Form Related Compliances
| Query | Clarification |
|---|---|
| . Forms for Registration of Foreign Companies | Form FC-1 must be filed with the Registrar of Companies, CRC within 30 days of establishment of a place of business in India. |
| Re-registration for every project if FCRN obtained? | No. Subsequent projects/changes should be reported through Form FC-2. A separate FC-1 is required only if a new project creates a separate place of business. |
| . Procedure & due time for filing FC-1 | Within 30 days of establishing a place of business in India. Supporting documents: charter documents, list of directors/secretaries, authorization (board resolution / power of attorney). Refer. https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?act=NTk2MQ==#Documents_etc_to_be_Delivered_to_Registrar_by_Foreign_Companies |
| Is FC-2 requiring every time RBI extends Liaison Office approval? | Yes. Extension of RBI approval for a Liaison Office must be intimated through Form FC-2. |
| . Annual filings for a Foreign Branch | Form FC-3 (Annual Accounts) and Form FC-4 (Annual Return). |
| .Details in FC-4 (board meetings, AGM, directors)? | Details pertaining to the parent company which has established the branch or liaison office. FC-4 is an annual return filed by a foreign company having a place of business in India. Pl refer https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?act=NTk2MQ==#Accounts_of_Foreign_Company |
| Nominal Value in FC-4 if shares have no par value? | The Companies Act does not permit the face value / par value of shares to be 0. |
| . CIN change from PTC to FTC if Indian company becomes 100% subsidiary? | A Change Request Form (e-Form) must be filed with the jurisdictional ROC to update master data. |
| Is Form CSR-2 mandatory for a foreign bank branch? | Yes. Foreign companies are not exempt from CSR if they satisfy the eligibility criteria under Section 135. |
| GIFT IFSC Branch – to apply to MCA before or after IFSCA approval? | IFSCA approval precedes the FC-1 filing when a foreign company sets up a Branch in GIFT IFSC. |
FC-1 – Permissible activity
| Type of office | Permissible activity / NIC |
|---|---|
| Liaison office |
|
| Project office | • Activities mentioned in approval letter. |
| Branch office |
Restricted Activity – a) Retail trading activities of any nature is not allowed for a Branch Office in India. b) A Branch Office is not allowed to carry out manufacturing or processing activities in India, directly or indirectly. |
FC-1 – Validity period
| Type of office | Validity Period |
|---|---|
| Liaison office | 1. Initial validity is granted for a maximum period of 3 years 2. Extension for further period(s) |
| Project office | For completion of specified project. |
| Branch office | Unlimited Period |
| Other office | In accordance with RBI approval. |
Name Reservation – Rule 8 & Rule 8A of the Companies (Incorporation) Rules, 2014
| Aspect | Clarification |
|---|---|
| Why are subsidiary names rejected even when same as foreign parent? | All sub-rules in Rule 8A must be considered. The original name of the holding company may be allowed with addition of ‘India’ or name of an Indian State/city, if otherwise available. However, addition of ‘India’ alone does not make the name distinguishable. |
| Two-step test for name approval | 1. The proposed name must first be available in the MCA National Names Database (not already taken by an existing company or LLP). 2. Even if available, the Rule 8 test for resemblance/similarity still applies. |
| Scenario 1 – Existing similar Indian company | Facts: US entity ‘Techshine LLC’ wants ‘Techshine India Pvt Ltd’ but ‘Techshine Pvt Ltd’ already exists. Clarification: ROC can ask for a different name as it is too similar. Alternatives: Techshine Solutions India Pvt Ltd / Techshine Digital India Pvt Ltd / Techshine Innovations Pvt Ltd (subject to availability). |
| Effect of trademark ownership / parent authorization | Even with trademark ownership or authorization from the US parent, ROC requires the proposed name to be distinguishable from an already registered Indian company. Authorization from the parent does not override name-availability rules. |
| Scenario 2 – Conflicting trademark, no similar company name | Facts: ‘Techshine LLC’ wants ‘Techshine India Pvt Ltd’ for IT services. No similar company exists, but an unrelated entity holds a registered wordmark ‘Techshine’ in Classes 9 and 42. Clarification: ROC-CRC would normally insist on an NOC from the trademark proprietor. Exception: If actual activities in the registered trademark do not overlap with proposed Indian activities, ROC may allow the name without NOC. |
Documents Required for Registration of Foreign Companies
| Document / Requirement | Details |
|---|---|
| Core Documents (Section 380, Companies Act 2013) |
|
| Certification Requirements (Rule 9) | Duly certified copies (notarized / apostilled / consularized) of: Charter documents / AOA / COI; Board Resolution / Power of Attorney; Identity and address proof of directors & secretary; List of directors & secretary. Refer |
| Hague Apostille Convention Countries | Mandatory apostilled documents include: List of directors/secretaries; Name and address of persons resident in India authorized to accept notices. List of signatories to Hague convention https://www.hcch.net/en/instruments/conventions/status-table/?cid=41 |
| Other Key Requirements |
|
| Q16. Documentation for foreign companies | Requirements governed by Section 380, Companies Act, 2013 and Rule 3 of the Companies (Registration of Foreign Companies) Rules, 2014. https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?act=NTk2MQ==#Documents_etc_to_be_Delivered_to_Registrar_by_Foreign_Companies |
| Q17. Notarization & apostille for foreign directors | For companies incorporated in India: Rule 13(5) of Companies (Incorporation) Rules applies. For foreign companies with a place of business in India: Rule 9 of Companies (Registration of Foreign Companies) Rules, 2014 applies. Requirements vary based on whether the country is in the Commonwealth or party to the Hague Apostille Convention, or neither. https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?act=NTk2MQ==#Incorporation_of_Company |
Subscriber Sheet – Notarization / Apostille / Consularization
| Query | Clarification |
|---|---|
| Subscriber sheet signing by foreign nationals in case of incorporation of Indian Subsidiary |
|
| What if notarization is not possible? | The rules accommodate Commonwealth countries, Hague Apostille Convention countries, and others. Jurisdictions where notarization is not possible are examined case-by-case. |
| Malaysian notary notarized but apostille refused | Malaysia is part of the Commonwealth; Apostille is not required. Notarization alone suffices even though Malaysia is signatory to apostille convention. |
| . Additional documents for subscribers from land-border countries | Additional MHA approval requirements apply to directors from land-border sharing countries, not subscribers. For subscribers from such countries, approvals may be required from DPIIT under the FDI policy. |
| MOA/AOA subscription pages –Notarization and consularization for German parent ? | Germany has opposed India’s accession in the Hague Apostille convention .Hence, the documents originating in Germany require notarization and consularization instead of apostille . |
| MoA/AoA subscription pages – notarization & apostille for US parent? | Yes. Subscription documents executed in USA by a foreign body corporate subscriber are required to be notarized and apostilled. |
| Does US parent’s Board Resolution for name approval need notarization & apostille? | No. The incorporation rules require notarization / apostille for signing of MoA/AoA and proof of identity, not for the board resolution itself. |
| MoA/AoA subscription pages – notarization & consularization for Dubai parent? | Yes. Subscription documents executed in Dubai by a foreign body corporate subscriber are required to be notarized and consularized instead of apostille as Dubai is not signatory to apostille convention |
Authority Related Queries
| Query | Clarification |
|---|---|
| . Single-window clearance for foreign company registration? |
|
| Can a company register as foreign company without RBI approval as LO/BO/PO? | RBI approval is required for classification as Liaison Office / Branch Office / Project Office. For entities operating from IFSCA, IFSCA is the primary approving authority. Exceptions: Branch offices from land-border sharing countries and Banking units – RBI approval precedes IFSCA approval. |
| UK company with Chinese shareholding – approvals for Indian subsidiary? |
|
| Can MCA accept RBI-approved documents or share data with RBI? | At present, there is no automatic data-sharing mechanism between RBI and MCA, and documentation requirements differ. |
| . NRI investment through NRO/NRE accounts – do RBI/FEMA compliances apply? | Yes. RBI / FEMA compliance requirements apply even if investment is routed through NRE / NRO accounts. |
Further Information – General Queries
| Query | Clarification |
|---|---|
| Is one Indian director and registered office mandatory for a foreign director incorporating a company? | For foreign companies with a place of business in India (not separately incorporated), Section 380(1)(d) requires one or more persons resident in India authorized to accept service of process and notices. For companies incorporated in India, Section 149(3) requires at least one resident director (residency, not citizenship). https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?act=NTk2MQ==#Company_to_have_Board_of_Directors |
| Is an Indian director compulsory for a foreign company? | No. The law requires an authorized representative resident in India, not necessarily an Indian citizen or director. |
| Are Chinese nationals or entities allowed to register a company in India? | Yes, subject to: Applicable FDI approval routes (automatic or government); Prior security clearance through e-Sahaj for directors from land-border sharing countries before obtaining DIN. |
| General Conditions – Branch / Liaison / Project Offices |
|
| . Are 100% subsidiaries of foreign entities required to be registered as foreign companies? | No. If a foreign entity incorporates its subsidiary in India, the subsidiary is an Indian company, not a foreign company as defined under Section 2(42). https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?act=NTk2MQ==#Definitions |
| Can a branch office enter into independent agreements and employ people in India? | A branch office is not a separate legal entity from the foreign company. Agreements and employment are effectively those of the foreign company. |
| How is CSR reporting by foreign companies to be filed? | Section 384(2) extends Section 135 (CSR) to foreign companies to the extent specified. CSR reporting by foreign companies is linked to their annual filings (FC-3 / FC-4 framework). Pl see link https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/acts.html?act=NTk2MQ==#Debentures_Annual_Return_Registration_of_Charges_Books_of_Account_and_Their_Inspection |
| If an Indian company is acquired 100% by a foreign company, does it need registration under Sections 379–393? | No. An Indian company does not become a ‘foreign company’ merely because 100% of its shares are acquired by a foreign company. It remains an Indian company unless it ceases to be incorporated in India. |
| . Validity of notarized and apostilled documents for incorporation | The Companies Act, 2013 and its rules do not prescribe a fixed validity period for such documents. The norm is that the authorities issuing apostille and notarization also mention the validity period. |
| . Must every foreign company fall into BO/LO/PO categories under FEMA? | No. A foreign company under the Companies Act is not required to fall exclusively into BO / LO / PO categories under FEMA, though most do. If a foreign company’s place of business in India falls outside these categories, clarifications may be sought from ROC-CRC on the nature of that establishment. In case, if no such approval is required, then a declaration from the Authorized Representative of such foreign company should be attached that no such approval is required as per Rule 3(3) of The Companies (Registration of Foreign Companies) Rules, 2014 |
