eForm FC-2 – Return of alteration in the documents filed for registration by foreign company
Part I – Law(s) Governing the eForm FC-2
Section and Rule Number(s)
eForm FC-2 is required to be filed pursuant to Section 380(3) of the Companies Act, 2013 and Rule 3(4) of the Companies (Registration of Foreign Companies) Rules, 2014 which are reproduced for your reference.
Section 380(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.
Rule 3(4):
For the purposes of sub-section (3) of section 380, 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 No. FC-2 along with the fee as provided in Annexure ‘B’ containing the particulars of the alteration, within thirty days from the date on which the alteration was made or occurred.
Purpose of the eForm
Every foreign company on alterations in the charter or statute or any other instrument governing the company, alterations in the particulars of Director/Secretaries of the foreign company , any change in the registered or principal office of the company in the country of incorporation, any change in the particulars of authorized representative(s) of the company and any change in other places of business in India of the company, has to file eform FC-2 within 30 days of the alterations made. This eForm is required to be filed with Registrar of Companies and a copy is routed to concerned RoC of the respective state by the system. An alert is generated at the concerned RoC to inform of the filing done at RoC, Delhi.
eForm Number as per Companies Act, 1956
Form 49 and form 52 of Companies Act, 1956.
Part II – Instructions to fill the eForm
Specific Instructions to fill the eForm FC-2 at Field Level
Instructions to fill the eForm are tabulated below at field level. Only important fields that require detailed instructions to be filled in eForm are explained. Self-explanatory fields are not discussed.
S. No/
Section Name |
Field Name | Instructions | |
1 | Foreign company registration number (FCRN) | Enter the Foreign Company Registration Number (FCRN).
You may find FCRN by entering existing registration number or name of the company in the ‘Find CIN’ under the menu MCA services available on the MCA website. |
|
Prefill Button | Click the “Pre-fill” button. On clicking the button, system shall automatically display the name, address of the principal place of business in India and email id of the company.
In case there is any change in the email ID, enter the new valid email ID. |
||
3 | Type of Return | Select options for the type of return. This eForm can be filled for more than one option also. | |
4 | (a) | Date of the board meeting authorizing
such alteration, if any |
Enter the date of board meeting where such alteration has been authorized by the board of directors of the company and user is required to enter the date as DD/MM/YYYY. |
(b) | Date of general meeting (if any) | Enter the date of general meeting, if any where such alteration has been authorized by the members of the company and user is required to enter the date as DD/MM/YYYY. | |
Part A, Part B, Part C and Part D are applicable only if Part A, Part B, Part C and Part D respectively has been selected in field 3 for type of notice. | |||
Part A: Alteration in charter, statute or memorandum of association or articles of association | |||
5 | (e) | Whether there is any change in the name of the company
If yes, specify the |
Select a valid option YES or NO.
In case there is any change in name of the company, mention the changed name of the company. Ensure that the name entered is correct as the same shall be displayed in the certificate to be issued by the RoC office. |
6 | Alteration in registered
or principal office of the company in thecountry of incorporation |
Enter the details of new registered or principal office of the company where the foreign company was incorporated in case there is any alteration to the same.
Enter the date and reasons of such alteration. |
|
PART C : Alteration in the place of business in India of the company | |||
7 | Alteration in the place of business in India of the company | Enter the number of alterations and maximum seven fields can be regenerated and if alteration is more than seven then same can be attached in attachment no 5.
Enter the details of alteration like if there is any principal place of business or other places of business or change in address of principal place of business in India, type of office and any approval required for such alteration, any change in business activities and also if there is any cessation of place of business in India. Ensure all the due filings from the opening of the principal office to closure of the principal office should have been done since company is no longer maintaining any place of business in India in case of cessation of place of business in India. |
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Part D : Alteration in the particulars of the directors or secretaries | |||
8 | Alteration in the particulars of the directors or secretaries | Enter the number of alterations and maximum seven fields can be regenerated and if alteration is more than seven then same can be attached in attachment no 6. Select the alteration is with respect to directors or secretaries. | |
Enter the particulars of alteration like date of alteration, reasons and brief description of such alteration. | |||
PART E : Alteration in particulars of company authorized representative | |||
9 | Alteration in particulars of company authorized representative | Enter the number of representatives whose particulars are required to be changed and maximum seven fields can be regenerated and if alteration is more than seven then same can be attached in attachment no 7.
Enter the type of alteration in particulars to authorized representative, effective date and reasons of such alteration. Enter approved DIN, if any and it is mandatory to enter valid income tax PAN in case of modified details of person to accept service of documents on behalf of the company. Click the prefill button and system shall display person’s name, father’s name, nationality and date of birth based on DIN entered and rest of the particulars are required to be entered by the user. Select the option whether the authorized person has been appointed through power of attorney or board resolution. |
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Declaration | Enter the full name of the authorised representative of the foreign company and serial number and date of board resolution where such person has been authorised to sign and submit the eForm. | ||
To be digitally signed by |
DSC | Ensure the eForm is digitally signed by the Authorized representative of the foreign company whose name has been registered with Registrar of Companies. | |
Name and Income Tax PAN of the Authorised representative | Enter full name of authorized representative who is signing this eForm and valid income-tax PAN number of the authorized representative of the foreign company. | ||
Attachments |
Any other information can be provided as an optional attachment(s). |
Common Instructions to fill eForm
Buttons | Particulars |
Pre-Fill | The Pre-fill button can appear more than once in an eForm. The button appears next to a field that can be automatically filled using the MCA database.
Click this button to populate the field. Note: You are required to be connected to the Internet to use the Pre-fill functionality. |
Verify details | The Verify details button appears on the eForm to verify the name & address details with the Income-tax PAN or passport number as entered by the applicant. |
Attach | Click this document to browse and select a document that needs to be attached to the eForm. All the attachments should be scanned in pdf format. You have to click the attach button corresponding to the document you are making an attachment.
In case you wish to attach any other document, please click the optional attach button. |
Remove Attachment | You can view the attachments added to the eForm in the List of attachment field.
To remove any attachment from the eForm, select the attachment in the List of attachment field and click the Remove attachment button. |
Check Form
|
1. Click the Check Form button after, filling the eForm. System performs form level validation like checking if all mandatory fields are filled. System displays the errors and provides you an opportunity to correct errors.
2. Correct the highlighted errors. 3. Click the Check Form button again and. system will perform form level validation once again. On successful validations, a message is displayed “Form level pre scrutiny is successful”. Note: The Check Form functionality does not require Internet connectivity. |
Modify | The Modify button is enabled, after you have checked the eForm using the Check Form button.
To make changes to the filled and checked form: 1. Click the Modify button. 2. Make the changes to the filled eForm. 3. Click the Check Form button to check the eForm again. |
Pre scrutiny | 1. After checking the eForm, click the Prescrutiny button. System performs some checks and displays errors, if any.2. Correct the errors.3. Click the Prescrutiny button again. If there are no errors, a message is displayed “No errors found.”The Prescrutiny functionality requires Internet Connectivity. |
Submit | This button is disabled at present. |
Country code | Enter the country code. Refer Annexure A –List of ISO Country Codes. |
Part III – Important Points for Successful Submission
Fee Rules
S. No. | Purpose | Normal Fee | Additional Fee (Delay Fee) | Logic for Additional Fees |
|
Event Date | Time limit(days) for filing | ||||
1. | Alteration | The Companies (Fee for filings with RoC) Rules, 2014 – Annexure B
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The Companies (Fee for filings with RoC) Rules, 2014 – Annexure B
|
Date of the alteration entered in field 5.a or 6.b or 7.c.i or 8.b.i or 9.ii of eform (whichever is earlier) | Within 30 days |
Fees payable is subject to changes in pursuance of the Act or any rule or regulation made or notification issued thereunder.
Processing Type
The eForm will be processed by the office of Registrar of company (RoC).
SRN Generation
On successful submission of the eForm FC-2, SRN will be generated and shown to the user which will be used for future correspondence with MCA.
Challan Generation
On successful submission of the eForm FC-2, Challan will be generated depicting the details of the fees paid by the user to the Ministry. It is the acknowledgement to the user that the eForm has been filed.
When an eForm is completely processed by the authority concerned, an acknowledgement of the same with related documents, if any is sent to the user in the form of an email to the email id of the company.
Certificate
A system generated certificate for Establishment of Place of Business in India consequent upon change of name and certificate for closure of place of business consequent upon cessation of principle place of business are issued by Registrar and is sent as an attachment to the email id of the company, after approval is granted.
Annexure A
List of ISO Country Codes
Country Name | Country Code |
Country Name | Country Code |
AFGHANISTAN | AF | LIBERIA | LR |
ÅLAND ISLANDS | AX | LIBYAN ARAB JAMAHIRIYA | LY |
ALBANIA | AL | LIECHTENSTEIN | LI |
ALGERIA | DZ | LITHUANIA | LT |
AMERICAN SAMOA | AS | LUXEMBOURG | LU |
ANDORRA | AD | MACAO | MO |
ANGOLA | AO | MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF | MK |
ANGUILLA | AI | MADAGASCAR | MG |
ANTARCTICA | AQ | MALAWI | MW |
ANTIGUA AND BARBUDA | AG | MALAYSIA | MY |
ARGENTINA | AR | MALDIVES | MV |
ARMENIA | AM | MALI | ML |
ARUBA | AW | MALTA | MT |
AUSTRALIA | AU | MARSHALL ISLANDS | MH |
AUSTRIA | AT | MARTINIQUE | MQ |
AZERBAIJAN | AZ | MAURITANIA | MR |
BAHAMAS | BS | MAURITIUS | MU |
BAHRAIN | BH | MAYOTTE | YT |
BANGLADESH | BD | MEXICO | MX |
BARBADOS | BB | MICRONESIA, FEDERATED
STATES OF |
FM |
BELARUS | BY | MOLDOVA, REPUBLIC OF | MD |
BELGIUM | BE | MONACO | MC |
BELIZE | BZ | MONGOLIA | MN |
BENIN | BJ | MONTENEGRO | ME |
BERMUDA | BM | MONTSERRAT | MS |
BHUTAN | BT | MOROCCO | MA |
BOLIVIA | BO | MOZAMBIQUE | MZ |
BOSNIA AND HERZEGOVINA | BA | MYANMAR | MM |
BOTSWANA | BW | NAMIBIA | NA |
BOUVET ISLAND | BV | NAURU | NR |
BRAZIL | BR | NEPAL | NP |
BRITISH INDIAN OCEAN
TERRITORY |
IO | NETHERLANDS | NL |
BRUNEI DARUSSALAM | BN | NETHERLANDS ANTILLES | AN |
BULGARIA | BG | NEW CALEDONIA | NC |
BURKINA FASO | BF | NEW ZEALAND | NZ |
BURUNDI | BI | NICARAGUA | NI |
CAMBODIA | KH | NIGER | NE |
CAMEROON | CM | NIGERIA | NG |
CANADA | CA | NIUE | NU |
CAPE VERDE | CV | NORFOLK ISLAND | NF |
CAYMAN ISLANDS | KY | NORTHERN MARIANA
ISLANDS |
MP |
CENTRAL AFRICAN REPUBLIC | CF | NORWAY | NO |
CHAD | TD | OMAN | OM |
CHILE | CL | PAKISTAN | PK |
CHINA | CN | PALAU | PW |
CHRISTMAS ISLAND | CX | PALESTINIAN TERRITORY,
OCCUPIED |
PS |
COCOS (KEELING) ISLANDS | CC | PANAMA | PA |
COLOMBIA | CO | PAPUA NEW GUINEA | PG |
COMOROS | KM | PARAGUAY | PY |
CONGO | CG | PERU | PE |
CONGO, THE DEMOCRATIC REPUBLIC OF THE | CD | PHILIPPINES | PH |
COOK ISLANDS | CK | PITCAIRN | PN |
COSTA RICA | CR | POLAND | PL |
COTE D’IVOIRE | CI | PORTUGAL | PT |
CROATIA | HR | PUERTO RICO | PR |
CUBA | CU | QATAR | QA |
CYPRUS | CY | REUNION | RE |
CZECH REPUBLIC | CZ | ROMANIA | RO |
DENMARK | DK | RUSSIAN FEDERATION | RU |
DJIBOUTI | DJ | RWANDA | RW |
DOMINICA | DM | SAINT BARTHELEMY | BL |
DOMINICAN REPUBLIC | DO | SAINT HELENA | SH |
ECUADOR | EC | SAINT KITTS AND NEVIS | KN |
EGYPT | EG | SAINT LUCIA | LC |
EL SALVADOR | SV | SAINT MARTIN | MF |
EQUATORIAL GUINEA | GQ | SAINT PIERRE AND
MIQUELON |
PM |
ERITREA | ER | SAINT VINCENT AND THE GRENADINES | VC |
ESTONIA | EE | SAMOA | WS |
ETHIOPIA | ET | SAN MARINO | SM |
FALKLAND ISLANDS (MALVINAS) | FK | SAO TOME AND PRINCIPE | ST |
FAROE ISLANDS | FO | SAUDI ARABIA | SA |
FIJI | FJ | SENEGAL | SN |
FINLAND | FI | SERBIA | RS |
FRANCE | FR | SEYCHELLES | SC |
FRENCH GUIANA | GF | SIERRA LEONE | SL |
FRENCH POLYNESIA | PF | SINGAPORE | SG |
FRENCH SOUTHERN
TERRITORIES |
TF | SLOVAKIA | SK |
GABON | GA | SLOVENIA | SI |
GAMBIA | GM | SOLOMON ISLANDS | SB |
GEORGIA | GE | SOMALIA | SO |
GERMANY | DE | SOUTH AFRICA | ZA |
GHANA | GH | SOUTH GEORGIA AND THE SOUTH SANDWICH ISLANDS | GS |
GIBRALTAR | GI | SPAIN | ES |
GREECE | GR | SRI LANKA | LK |
GREENLAND | GL | SUDAN | SD |
GRENADA | GD | SURINAME | SR |
GUADELOUPE | GP | SVALBARD AND JAN MAYEN | SJ |
GUAM | GU | SWAZILAND | SZ |
GUATEMALA | GT | SWEDEN | SE |
GUERNSEY | GG | SWITZERLAND | CH |
GUINEA | GN | SYRIAN ARAB REPUBLIC | SY |
GUINEA-BISSAU | GW | TAIWAN | TW |
GUYANA | GY | TAJIKISTAN | TJ |
HAITI | HT | TANZANIA, UNITED
REPUBLIC OF |
TZ |
HEARD ISLAND AND
MCDONALD |
HM | THAILAND | TH |
HOLY SEE (VATICAN CITY
STATE) |
VA | TIMOR-LESTE | TL |
HONDURAS | HN | TOGO | TG |
HONG KONG | HK | TOKELAU | TK |
HUNGARY | HU | TONGA | TO |
ICELAND | IS | TRINIDAD AND TOBAGO | TT |
INDIA | IN | TUNISIA | TN |
INDONESIA | ID | TURKEY | TR |
IRAN, ISLAMIC REPUBLIC OF | IR | TURKMENISTAN | TM |
IRAQ | IQ | TURKS AND CAICOS ISLANDS | TC |
IRELAND | IE | TUVALU | TV |
ISLE OF MAN | IM | UGANDA | UG |
ISRAEL | IL | UKRAINE | UA |
ITALY | IT | UNITED ARAB EMIRATES | AE |
JAMAICA | JM | UNITED KINGDOM | GB |
JAPAN | JP | UNITED STATES | US |
JERSEY | JE | UNITED STATES MINOR
OUTLYING ISLANDS |
UM |
JORDAN | JO | URUGUAY | UY |
KAZAKHSTAN | KZ | UZBEKISTAN | UZ |
KENYA | KE | VANUATU | VU |
KIRIBATI | KI | VENEZUELA, BOLIVARIAN
REPUBLIC OF |
VE |
KOREA, DEMOCRATIC PEOPLE’S REPUBLIC OF | KP | VIET NAM | VN |
KOREA, REPUBLIC OF | KR | VIRGIN ISLANDS, BRITISH | VG |
KUWAIT | KW | VIRGIN ISLANDS, U.S. | VI |
KYRGYZSTAN | KG | WALLIS AND FUTUNA | WF |
LAO PEOPLE’S DEMOCRATIC REPUBLIC | LA | WESTERN SAHARA | EH |
LATVIA | LV | YEMEN | YE |
LEBANON | LB | ZAMBIA | ZM |
LESOTHO | LS | ZIMBABWE | ZW |
Annexure B
The Companies (Fee for filings with Registrar of Companies) Rules, 2014
Rs. 6,000
Additional Fees
Period of delays | Fee applicable |
Up to 30 days | 2 times of normal fees |
More than 30 days and up to 60 days | 4 times of normal fees |
More than 60 days and up to 90 days | 6 times of normal fees |
More than 90 days and up to 180 days | 10 times of normal fees |
More than 180 days | 12 times of normal fees |