c

Part I Law(s) Governing the eForm FC-1

Section and Rule Number(s)

eForm FC-1 is required to be filed pursuant to Section 380(1) (a) to (h) and Rule 3(3) of the Companies (Registration of Foreign Companies) Rules, 2014 which are reproduced for your reference:

Section 380:

(1) Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registration—

(a) A certified copy of the charter, statutes or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company and, if the instrument is not in the English language, a certified translation thereof in the English language;

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

(c) A list of the directors and secretary of the company containing such particulars as may be prescribed;

(d) The name and address or the names and addresses of one or more persons resident in India authorized to accept on behalf of the company service of process and any notices or other documents required to be served on the company;

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

(f) Particulars of opening and closing of a place of business in India on earlier occasion or occasions;

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

(h) Any other information as may be prescribed.

Rule 3(3):

(2) For the purposes of clause (h) of sub-section (1) of section 380, a foreign company shall, within thirty days of the establishment of its place of business in India, file with the Registrar Form No. FC-1 with such fee as provided in Annexure ‘B’ 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. The application shall also be supported with an attested copy of approval from Reserve Bank of India under FEMA 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 authorized representative of such Foreign Company that no such approval is required.

Purpose of the eForm FC-1

A foreign company shall file the particulars of the principal place of business in eform FC-1 within 30 days of establishment of place of business in India alongwith the required documents to RoC, Delhi. The Registrar of the corresponding state shall have access to these documents filed with the RoC, Delhi.

eForm Number as per Companies Act 1956

Form 44 as per Companies Act, 1956.

eForm FC-1 -Information to be filled by Foreign Company

Part II Instructions to fill the eForm FC-1

Specific Instructions to fill the eForm FC-1 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
Note:

  • Stamp duty on eForm FC-1 can be paid electronically through the MCA portal.
  • Payment of stamp duty electronically through MCA portal is mandatory in respect of the states which have authorized the Central Government to collect stamp duty on their behalf.
  •  Now eStamp duty payment is to be done online through MCA portal for all the states.
  • Refund of stamp duty, if any, will be processed by the respective state/ union territory government in accordance with the rules and procedures as per the state/ union territory Stamp Act.
2 (a)     &

( )

ISO code of the country where      the      foreign
company is registered Name of Country
User is required to enter the ISO code of the country where the foreign company is registered.

System shall prefill the name of the country based on ISO code.

3 Full address of registered or  principal    office  of
foreign company
Enter the full & complete address of the registered office or principal office of the foreign company situated outside India.
4 (a) Date of establishment of principal place of business in India Enter the date of establishment of principal place of business in India and select the type of office from the drop down values and describe the type of office in case others is selected by the user.

Enter the main division of business activity to be carried out in India as per National Industrial Classification (NIC)-2004 given below in Annexure A.

The main division should be selected based on relevant sub-class and description applicable to the company given in NIC-2004.
5 & 6 Details of other places of business in India (if any)

Particulars of place(s) of business in India established on any earlier occasion(s) other than above (if any)

Enter the details of the other places of business in India and also give particulars of places established on earlier occasions in India even if the same is closed other than above. It is mandatory to enter the date of closure of such place of business and also FCRN of such office.

Maximum seven of such offices can be entered. If more than seven then details can be given in necessary attachment(s).

7 Details of the one or more person(s) resident………… . Enter the number of persons authorized in India on behalf of the company. Based on the number entered, blocks for entering particulars of persons authorized shall be displayed.

Details of maximum seven person authorized(s) can be filed through this eForm. If the total number is more than seven, then details of remaining person(s) can be provided as an optional attachment.

Enter the particulars of person authorized(s). Select whether the person authorized has been appointed through power of attorney or by passing the resolution.

12 (a) &(b) Whether the company is falling ……. .

If yes, specify the…..

Enter the number of person who holds the company’s not less than fifty percent paid up share capital (singly or in aggregate) as per section 379 of the Act.

Enter the particulars of such persons and system shall generate blocks up to seven. If more than seven persons are to be mentioned then attach the information in attachment no 5.

13 (a) &(b) Particulars of payment of stamp duty Click the Pre-fill button.

System shall automatically display the state or union territory for which stamp duty is to be paid on eForm FC-1 based on the state wise stamp rules. Amount of stamp duty is Rs 100.00 in case of Delhi and Rs 50.00 in case of other states. The state wise stamp rules are also available on MCA website.

Select whether stamp duty is to be paid electronically through MCA portal. Now estamp duty payment is to be done online through MCA portal for all the states.

‘Yes’ shall be selected for the states and union territories where stamp duty is mandatory to be paid electronically through MCA portal and where amount of stamp duty to be paid electronically is greater than zero.

In case payment of stamp duty is not applicable (i.e. any person authorized is not appointed through power of attorney), select ’Not applicable’.

(b) (ii) Provide details of stamp duty already paid In case ‘No’ is selected and if any person authorized is appointed through power of attorney, enter the details of stamp duty paid under the relevant Stamp Act.

Enter the total amount of stamp duty paid. Select the mode of payment of stamp duty; and enter the Name of the office of the collector of stamps or prescribed authority, serial number of embossing or stamps or treasury challan number, date and place of payment of stamp duty.

Place of payment of stamp duty shall be mandatory to enter in case mode of payment of stamp is ‘Manual’.

Declaration Enter the full name of the authorised representative of the foreign company.

Enter serial number and date of board resolution where such person has been authorised to sign, give declaration and submit the eForm.

To be
digitally
signed by
DSC Ensure the eForm is digitally signed by the Authorized representative of the foreign company.
Name and Income Tax PAN of the Authorised representative Enter full name of authorized representative who is signing this eForm and also valid income-tax PAN number of the authorized representative of the foreign company.
Attachments
  • Certified copy of the charter, statutes, or memorandum and articles of the company or other instrument constituting or defining the constitution of the company (Mandatory).
  • List of directors and secretary of the foreign company (Mandatory).
  • Power of attorney or board resolution in favor of the authorized representative(s) (Mandatory).
  • Reserve bank of India approval letter (It is mandatory to attach attested copy of such approval).
  • Copy of permission letter of other Authority(s)/Regulator(s), if any is required to be attached.

It is mandatory to attach following in case number entered is more than seven of respective field:

  • Particulars of the persons covered u/s 379
  • Details of the places of business other than principal place of business in India
  • Details of the places of business established at any earlier occasion(s)
  • Particulars of the authorized representatives
  • Interest of authorized person(s) in other entities
  • Particulars of subsidiary, holding or associate companies of the foreign company in India
  • Particulars of related party of the foreign company

Any other information can be provided as an optional attachment and if the document attached is not in English, then a certified translation in English language has to be attached.

Common Instructions to fill eForm FC-1

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.

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.

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 B – ISO Country Codes.

Part III – Important Points for Successful Submission of eForm FC-1

Fee Rules

S. No. Purpose Normal Fee Additional Fee (Delay
Fee)
Logic for Additional
Fees
Remarks
Event Date Time limit(days) for filing
1. Infor-mation to be filled by
Foreign company
The Companies (Fee for filings with Registrar of Companies) Rules, 2014

Annexure C

Date of establi-shment of registered/ principle place of business in India. 30 days

Processing Type

The eForm will be processed by the office of Registrar of Companies (Non STP mode).

SRN Generation

On successful submission of the eForm FC-1, SRN will be generated and shown to the user which will be used for future correspondence with MCA. SRN for payment of stamp duty shall also be generated if the user opts to pay the stamp duty electronically through MCA21 system in the eForm.

Challan Generation

On successful submission of the eForm FC-1, 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.

Email

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 is issued by Registrar and sent to the user as an attachment to the email and Foreign Company Registration Number (FCRN) is generated consequent upon approval of eForm.

Annexure A

List of main divisions of industrial activities

Categories Divisions (Codes)
Agriculture and Allied Activities Agriculture, Hunting and related Service activities (01); Forestry, logging and related Service activities(02); Fishing, Operation of fish hatcheries and fish farms; Service activities incidental to fishing (05)
Mining & Quarrying Mining of coal and lignite, extraction of peat (10); Extraction of crude petroleum and natural gas, service activities incidental to oil and gas extraction excluding surveying (11); Mining of uranium and thorium ores (12);

Mining of metal ores (13);

Other Mining and Quarrying (14)

Manufacturing (Food stuffs) Manufacture of food products and
beverages (15); Manufacture of
tobacco products (16)
Manufacturing (Textiles) Manufacture of textiles (17);

Manufacture of wearing apparel, dressing and dyeing of fur

(18)

Manufacturing (Leather & products thereof) Tanning and dressing of leather, manufacture of luggage handbags, saddlery & harness and footwear (19)
Manufacturing (Wood Products) Manufacture of wood and of products of wood and cork, except furniture; manufacture of articles of straw and plating materials (20)
Manufacturing (Paper & Paper products; Publishing, printing and reproduction of recorded media) Manufacture of paper and paper products (21);

Publishing, printing and reproduction of recorded media (22)

Manufacturing (Metals & Chemicals, and products thereof) Manufacture of coke, refined petroleum products and nuclear fuel (23);

Manufacture of chemicals and chemical products (24); Manufacture of rubber and plastic products (25); Manufacture of other non-metallic mineral products (26) ; Manufacture of basic metals (27);

Manufacture of fabricated metal products, except machinery and equipments (28)

Manufacturing (Machinery & Equipments) Manufacture of machinery and equipment n.e.c (29); Manufacture of office, accounting and computing machinery (30);

Manufacture of electrical machinery and apparatus n.e.c (31);

Manufacture of radio, television and communication equipment and apparatus (32);

Manufacture of medical, precision and optical instruments, watches and clocks (33);

Manufacture of motor vehicles, trailers and semi-trailers (34);

Manufacture of other transport equipment (35)

Manufacturing (Others) Manufacture of furniture; manufacturing n.e.c (36); Recycling (37)
Electricity, Gas & Water companies Electricity, gas, steam and hot water supply (40); Collection, purification and distribution of water (41)
Construction Construction (45)
Trading Sale, maintenance and repair of motor vehicles and motor cycles; retail sale of automotive fuel (50);

Wholesale trade and commission trade, except of motor vehicles and motorcycles (51); Retail trade, except of motor vehicles and motorcycles, repair of personal and household goods (52); Hotels and Restaurants (55)

Transport, storage and Communications Land transport; transport via pipelines (60);

Water Transport (61);Air

Transport(62);

Supporting and auxiliary transport activities, activities of travel agencies (63); Post and telecommunications (64)

Finance Financial intermediation, except insurance and pension funding (65); Activities auxiliary to financial intermediation (67)
Insurance Insurance and pension funding, except compulsory social security (66)
Real Estate and Renting Real estate activities (70);

Renting of machinery and equipment without operator and of personal and household goods (71)

Business Services Computer and related activities (72); Other Business Activities (74)

Annexure B

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
ISLANDS
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 C

The Companies (Fee for filings with Registrar of Companies) Rules, 2014

Normal fees
Rupees 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

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