The Companies (Registration of Foreign Companies) Amendment Rules, 2024, effective from September 9, 2024, introduce key changes to the registration process for foreign companies operating in India. Rule 3 now requires foreign companies to file Form FC-1 with the Registrar within thirty days of establishing a business in India, accompanied by a fee and documents as per section 380 of the Companies Act. This filing must include an attested copy of approval from the Reserve Bank of India under the Foreign Exchange Management Act and other relevant regulators, or a declaration stating no such approval is needed. Additionally, Rule 8 specifies that all documents required to be submitted by foreign companies must be delivered to the Registrar with jurisdiction over New Delhi. Notably, registration documents must be submitted to the Registrar, Central Registration Centre, as stipulated in Rule 3 Sub-rule (3). These amendments aim to streamline the registration process and ensure compliance with regulatory requirements for foreign companies.
Companies (Registration of Foreign Companies) Amendment Rules, 2024 shall come into force with effect from 09th day of September 2024. Amendments can be summarized as below:
| Registration of Foreign Companies Rule 3 & Rule 8 | |
| Rule 3 Sub-rule (3) A foreign company shall, within a period of thirty days of the establishment of its place of business in India, file with the registrar Form FC-1 with such fee as provided in Companies (Registration offices and Fees) Rules, 2014 and with the documents required to be delivered for registration by a foreign company in accordance with the provisions of sub-section (1) of section 380 and the application shall also be supported with an attested copy of approval from the Reserve Bank Of India under Foreign Exchange Management Act or Regulations, and also from other Regulators, if any, approval is required by such foreign company to establish a place of business in India or a declaration from the authorised representative of such foreign company that no such approval is required. | Rule 3 Sub-rule (3) A foreign company shall, within a period of thirty days of the establishment of its place of business in India, file with the Registrar, Central Registration Centre Form FC-1 with such fee as provided in Companies (Registration offices and Fees) Rules, 2014 and with the documents required to be delivered for registration by a foreign company in accordance with the provisions of sub-section (1) of section 380 and the application shall also be supported with an attested copy of approval from the Reserve Bank Of India under Foreign Exchange Management Act or Regulations, and also from other Regulators, if any, approval is required by such foreign company to establish a place of business in India or a declaration from the authorised representative of such foreign company that no such approval is required. |
| Rule 8 Sub-rule (1) Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in chapter XXII of the act i.e. Companies Incorporated outside India and these rules shall be constructed accordingly. | Rule 8 Sub-rule (1) Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in chapter XXII of the act i.e. Companies Incorporated outside India and these rules shall be constructed accordingly.
Provided that the documents for registration by a foreign company referred to in sub-rule (3) of rule (3) shall be delivered in Form FC-1 to the Registrar, Central Registration Centre. |
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MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 12th August, 2024
G.S.R. 491(E).— In exercise of the powers conferred by clause (c) and clause (h) of sub-section (1) and subsection (3) of section 380, clause (a) of sub-section (1) and sub-section (3) of section 381, section 385 , clause (a) of section 386, section 389 and section 390, read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Registration of Foreign Companies) Rules, 2014 namely: –
1. (1) These rules may be called the Companies (Registration of Foreign Companies) Amendment Rules, 2024.
(2) They shall come into force with effect from 09th day of September, 2024.
2. In the Companies (Registration of Foreign Companies) Rules, 2014, –
(i) in rule 3, in sub-rule (3), for the word, “ registrar”, the words, “Registrar, Central Registration Centre” shall be substituted.
(ii) in rule 8, in sub-rule (1), the following proviso shall be inserted, namely:-
“Provided that the documents for registration by a foreign company referred to in sub-rule (3) of rule (3) shall be delivered in Form FC-1 to the Registrar, Central Registration Centre.”.
[F. No. Policy-01/7/2022-CL-V-MCA]
MANOJ PANDEY, Addl. Secy.
Note: – The principal rules were published in the Gazette of India Extraordinary, Part II, Section 3, Sub-section (i),
vide number G.S.R. 266(E), dated the 31st March, 2014 and last amended, vide number G.S.R. 36 (E), dated the 20th January, 2023.
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