COMPANY LAW SERIES CHAPTER 2 (CONTINUE…..)
STEPS FOR THE INCORPORATION OF FOREIGN COMPANY

As per section 2(42), ‘foreign company’ means any company or body corporate incorporated outside India which—

  • has a place of business in India whether by itself or through an agent, physically or through electronic mode; and
  • conducts any business activity in India in any other manner. Sections 379 to 393 under Chapter XX of the Act deal with such Section 380 of the Act lays down that every foreign company which establishes a place of business in India must, within 30 days of the establishment of such place of business, file with the Registrar of Companies for registration:
  • 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 authorised 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 authorised 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

OTHER PROVISIONS RELATED TO FOREIGN COMPANY

1. Every foreign company has to ensure that the name of the company, the country of incorporation, the fact of limited liability of members is exhibited in the specified places or documents as required under Section 382.

2. Section 381 requires a Foreign Company to maintain books of Account and file a copy of balance sheet and profit and loss account in prescribed form with ROC every calendar year. These accounts should be accompanied by list of place of business established by the foreign company in India.

3. Section 376 of the Companies Act, 2013 provides further that when a foreign company, which has been carrying on business in India, ceases to carry on such business in India, it may be wound up as an unregistered company under Sections 375 to 378 of the Act, even though the company has been dissolved or ceased to exist under the laws of the country in which it was

4. Section 379 provides that where not less than 50% of the paid-up share capital, whether equity or preference or partly equity and partly preference of a foreign company is held by one or more citizens of India or by one or more bodies corporate incorporated in India, whether singly or in the aggregate, such company shall comply with such of the provisions of this Act, as may be prescribed by the Central Government with regard to the business carried on by it in India, as if it were a company incorporated in India.

Steps for forming a Private Limited Company Registration (Foreign company registration):

Registering a private limited company requires a support of CA/CS/Lawyer as the legal procedures are involved in it, it’s a complicated process but do not worry our team of experts will take care of these issues

Step1: Apply RUN ( Reserve Unique Name Form ) (Name Availability)

Step2: Obtain DSC and Form SPICE INC-32 (E Form used for Company Registration)

Step3: Drafting of MOA & AOA (Physical  Copy is used in Indian subsidiary Registration)

Step4: PAN and TAN Application Along with Form SPICE INC -32 (E Form used for Company Registration)

Step5: After completion of the above-mentioned process of company registration, RoC Issues Certificate of Incorporation

Documents required for Private Limited Foreign Company Registration

  • Where director/subscriber is a foreign National
    • Passport ( Notarised or Apostle in their country) and counter attested by Indian embassy
    • No Pan Declaration and counter attested by Indian embassy)
    • INC -9
    • Address proof: Driving license, Residence card,  Government issued a form of identification containing an address
    • Copies of utility bills ( Telephone Bill or Bank Statements) that are not older than two months ( Compulsory for incorporation of companies)
  • Additional Documents required for Foreign Holding Company
    • Board Resolution for Investment in India
    • Incorporation Certificate of Foreign holding Company
    • INC 9 Declaration in the name of the company
    • All KYC document of Authorised Signatory

NOTE: ALL THE ABOVE MENTIONED DOCUMENTS MUST BE NOTARIZED AND APOSTLE BY INDIAN EMBASSY

DISCLAIMER: THE ARTICLE IS BASED ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE TIME OF THE PREPARATION.IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND INDIRECT RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.

THE AUTHOR CAN BE REACHED AT VINAYAK.CHARU@GMAIL.COM

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