Foreign Company Compliances

Foreign company means any company or body corporate incorporated outside India which:

(a) Has a place of business in India whether by itself or through an agent, physically or through electronic mode; and

(b) Conducts any business activity in India in any other manner.

In layman language, any company which is incorporated outside India and has place of business in India through its Authorized Representative. In addition Foreign Company can start its business through 3 modes which are as follows:

• Liaison/Representative Office
• Project Office
• Branch Office.

Foreign company can also commence its business in India by creating its wholly owned subsidiary company (holding 100% shareholding)

DOCUMENTS, ETC., TO BE DELIVERED TO REGISTRAR BY FOREIGN COMPANIES          

Every foreign company shall, within 30 days of the establishment of its place of business in India, file Form FC-1 to the Registrar for registration along with following information—

• 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;
• The full address of the registered or principal office of the company;
• A list of the directors and secretary of the company containing such particulars as may be prescribed;
• 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;
• The full address of the office of the company in India which is deemed to be its principal place of business in India;
• Particulars of opening and closing of a place of business in India on earlier occasion or occasions;
• 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
• Any other information as may be prescribed.

ALTERATION IN DOCUMENTS:

Where any alteration is made or occurs in the documents delivered to the Registrar under this section, the foreign company shall, within 30 days of such alteration, file Form FC-2 to the Registrar for registration, a return containing the particulars of the alteration.

ACCOUNTS OF FOREIGN COMPANY

Every foreign company is required to maintain financial statement in accordance with Schedule III and deliver the copy of these documents to the Registrar. Thus foreign companies are required to furnish the following information / statements together with the financial statements of the company to be filed with the Registrar of Companies:

• Statement of associated party transaction,
• Statement of repatriation of profits
• Statement of transfer of funds (including dividends if any) which shall, in relation of any fund transfer between place of business of foreign company in India and any other related party of the foreign company

The documents that are referred to above  must be delivered to the Registrar of Companies within a period of 6 months from the end of the financial year of the foreign company.

Central Govt. by notification directs to exempt or make applicable of the provisions of the Act on the company. Further, if the documents are not in English language, they shall be annexed to it a certified translation thereof in the English language. Further the Foreign Company is required to file the financial statement with list of places of its business.

Every foreign company shall file with the Registrar, along with the financial statement, in Form FC.3 with a list of all the places of business established by the foreign company in India as on the date of balance sheet.

AUDIT OF ACCOUNTS OF FOREIGN COMPANY

Every foreign company shall get its accounts, pertaining to the Indian business operations prepared in accordance with the requirements, audited by a practicing Chartered Accountant in India or a firm or limited liability partnership of practicing chartered accountants.

DISPLAYING OF THE FULL NAME AND OTHER DETAILS OF FOREIGN COMPANIES:

It is mandatory for the Foreign Company to display its name and other details as provided under the Act exhibit outside its office, on its business communication. Letter of the name must be legible

SERVICE ON FOREIGN COMPANY

 Any process, notice, or other document required to be served on a foreign company shall be deemed to be sufficiently served, if addressed to any person whose name and address have been delivered to the Registrar and left at, or sent by post to, the address which has been so delivered to the Registrar or by electronic mode.

ANNUAL RETURN

Every foreign company shall prepare and file, within a period of 60 days from the last day of its financial year, to the Registrar annual return in Form FC.4 containing the particulars as they stood on the close of the financial year.

DISCLAIMER:- The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws.