Foreign Company Registration

Registration of Foreign Companies in India

Looking to expand your business to India? We specialize in foreign company registration in India, providing comprehensive, end-to-end solutions to help global businesses establish a legal presence with ease. Our experienced team ensures seamless compliance with Indian corporate laws, making the entire process smooth, efficient, and hassle-free.

Types of Foreign Company Registration in India

Foreign companies planning to establish operations in India can choose from several registration options, depending on their business goals and operational requirements. These options provide flexibility while ensuring compliance with Indian corporate and regulatory laws:

Wholly Owned Subsidiary: A foreign company can establish a subsidiary in India with 100% foreign ownership, subject to FDI regulations.
Liaison Office (LO): Ideal for companies seeking to explore the Indian market without engaging in direct business operations.
Branch Office (BO): Suitable for foreign companies involved in trading, professional services, or technical consultancy in India.
Project Office (PO): A temporary setup for executing specific projects in India.
Limited Liability Partnership (LLP): A flexible structure that allows foreign investors to partner with Indian entities while benefiting from limited liability.

Business Setup in India

Key Requirements for Registration of Foreign Companies in India

Approval from RBI and Ministry of Corporate Affairs (MCA): Required for certain types of business activities.
Director Identification Number (DIN) & Digital Signature Certificate (DSC): Mandatory for all directors involved in company registration and compliance.
Foreign Direct Investment (FDI) Compliance: Ensuring adherence to FDI regulations as per Indian laws.
Registered Office Address in India: A valid Indian office address is required for official correspondence and legal purposes.
Tax and Legal Compliance: Includes obtaining GST registration and Income Tax registration, along with ongoing compliance obligations.

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Expert Guidance: We simplify legal procedures, ensuring a quick and efficient foreign company registration in India.
End-to-End Compliance: From company incorporation to post-registration filings, our team manages all compliance requirements seamlessly.
Industry-Specific Solutions: Receive tailored advice and solutions based on your business model and sector for optimal results.
Quick Processing: Experience fast and efficient incorporation with minimal delays and smooth procedural handling.

Particulars relating to directors and Secretary to be furnished to the Registrar by foreign Companies

1. Every foreign company must, within 30 days of establishing its place of business in India, submit to the Registrar of Companies (RoC) a list of its directors and company secretary, in addition to the particulars specified in Section 380(1) of the Companies Act, 2013.

2. The list of directors and secretary (or equivalent, by whatever name called) must include all prescribed particulars for each individual mentioned.

3. Within 30 days of establishing a business presence in India, a foreign company is required to file Form FC-1 with the applicable fee, as per the Companies (Registration Offices and Fees) Rules, 2014. The application must include all documents required under Section 380(1) and be supported by either:

An attested copy of approval from the Reserve Bank of India (RBI) under the Foreign Exchange Management Act (FEMA) or related regulations;
Approvals from other regulators, if applicable; or
A declaration from the authorized representative confirming that no such approvals are required.

4. In case of any alteration in the documents submitted under Section 380(1), the foreign company must file Form FC-2 with the applicable fee, containing the details of the changes, within 30 days from the date of the alteration, as per the Companies (Registration Offices and Fees) Rules, 2014.

Financial Statement of foreign company

1. Every foreign company must prepare financial statements for its Indian operations in accordance with Schedule III of the Companies Act, or as closely aligned as possible, for each financial year. These statements should include:

Annexed documents under Chapter IX: All documents required as per the provisions of Chapter IX of the Companies Act, 2013 concerning company accounts.
Parent company financial statements: Copies of the latest consolidated financial statements of the parent foreign company, as submitted to the prescribed authority in the country of incorporation.Note: If these documents are not in English, a certified English translation must be annexed.
Other required documents: Any additional documents that are required to be annexed or attached under sub-rule (2) of the applicable regulations.

2. Every foreign company must attach the following documents along with the financial statements filed with the Registrar of Companies (RoC):

a. Statement of Related Party Transactions: This statement should include the following details:

Name of the related party in India: As defined under clause (76) of section 2 of the Companies Act, 2013, including subsidiaries, holding companies, or any firm where the foreign company or its subsidiary/holding company is a partner.
Nature of the relationship: Clearly describe the relationship between the parties.
Description and nature of the transaction: Provide details of the transaction type and purpose.
Transaction amount: Specify the total amount during the year, including opening, closing, highest and lowest balances, and provisions made (if any).
Reason for the transaction: Explain why the transaction occurred.
Material effect: Highlight the impact of the transaction on both parties.
Amount written off or written back: Include any adjustments related to dues from or to related parties.
Arm’s length declaration: Confirm that the transactions were conducted on an arm’s length basis.
Additional details: Include any other information necessary to understand the financial impact of the transaction.

b. Statement of Repatriation of Profits: Every foreign company must provide a statement detailing the repatriation of profits from its Indian operations, including the following information:

Amount of profits repatriated: Total profits repatriated during the financial year.
Recipients of the repatriation: Identify the individuals or entities receiving the profits.
Form of repatriation: Specify the form in which the profits were repatriated (e.g., cash, shares, or other assets).
Dates of repatriation: Provide the specific dates when the repatriation occurred.
Jurisdiction details: Indicate if the repatriation was made to a jurisdiction different from the beneficiary’s country of residence.
Mode of repatriation: Explain the method used for transferring the funds.
Regulatory approvals: Include approvals from the Reserve Bank of India (RBI) or any other relevant authority, if applicable.

c. Statement of Transfer of Funds (including dividends, if any): Every foreign company must provide a statement detailing any fund transfers between its Indian operations and related parties outside India, including holding, subsidiary, or associate companies. The statement should include:

Date of transfer: The specific date when the funds were transferred.
Amount of funds transferred or received: Total amount involved in the transfer.
Mode of receipt or transfer: Method used for transferring or receiving the funds.
Purpose of transfer: Reason for the transfer or receipt of funds.
Regulatory approvals: Approval from the Reserve Bank of India (RBI) or any other relevant authority, if applicable.

Audit of accounts of foreign company

Every foreign company must have its accounts related to Indian operations prepared in accordance with Section 381(1)(a) and Rule 4, and audited by a practicing Chartered Accountant in India or a firm/LLP of practicing chartered accountants.
The provisions of Chapter X – Audit and Auditors and the associated rules shall apply to foreign companies mutatis mutandis, wherever relevant.

List of places of business of foreign company:

Every foreign company must file, along with its financial statements, a list of all places of business in India using Form FC-3. The filing should include the applicable fee as per the Companies (Registration Offices and Fees) Rules, 2014 and reflect the status of all business locations as on the date of the balance sheet.

Annual Return:

Every foreign company must prepare and file an annual return with the Registrar of Companies (RoC) within 60 days from the end of its financial year. The return should be submitted in Form FC-4 along with the applicable fee as per the Companies (Registration Offices and Fees) Rules, 2014, and must include all particulars of the company as they stood on the close of the financial year.

Office where documents to be delivered and fee for registration of documents:

Any document required to be submitted by a foreign company must be delivered to the Registrar of Companies (RoC) having jurisdiction over New Delhi. References to the Registrar in Chapter XXII of the Companies Act, 2013 (Companies Incorporated Outside India) and related rules should be interpreted accordingly.
The fee payable to the Registrar for registering any document relating to a foreign company shall be in accordance with the Companies (Registration Offices and Fees) Rules, 2014.
If a foreign company ceases to maintain a place of business in India, it must immediately notify the Registrar. From the date of such notification, the company’s obligation to submit documents to the Registrar shall cease, provided it has no other place of business in India.

Certification:

A copy of any charter, statutes, memorandum, articles, or other instrument constituting or defining the constitution of a foreign company must be duly certified as a true copy as outlined below:

1. If the company is incorporated in a country outside the Commonwealth:

a. The copy shall be certified as a true copy by:

An official of the government in whose custody the original document is held.
A Notary Public of that country.
An officer of the company.

b. The signature or seal of the official (sub-clause i) or the certificate of the Notary Public (sub-clause ii) must be authenticated by a diplomatic or consular officer empowered under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948. If no such officer is available, authentication may be done by officials mentioned under Section 6 of the Commissioners of Oath Act, 1889 or other relevant Acts.

c. The certificate of the officer of the company (sub-clause iii) must be signed before a person authorized to administer an oath, as per the above-mentioned Acts, and the status of the person administering the oath must be duly authenticated.

2. If the company is incorporated in a part of the Commonwealth:

The copy of the document shall be certified as a true copy by:

An official of the government in whose custody the original document is committed.
A Notary Public in that part of the Commonwealth.
An officer of the company, sworn before a person authorized to administer an oath in that part of the Commonwealth.

3. Altered Documents:

Any altered document delivered to the Registrar must also be duly certified using the above methods.

4. If the company is incorporated outside the Commonwealth but is a party to the Hague Apostille Convention, 1961:

Copies of the documents must be certified by a government official and duly apostillised under the Hague Convention.
A list of directors and the company secretary, and the names and addresses of persons in India authorized to accept notices, must be notarized and apostillised in their country of origin.
Signatures and addresses on the Memorandum of Association and proof of identity of foreign nationals seeking registration in India must be notarized and apostillised as per the Hague Convention.

Authentication of translated documents:

1. Language of Documents:

All documents required to be filed with the Registrar of Companies (RoC) by foreign companies must be in English. If any document is not in English, a certified translation in English must be attached, prepared in accordance with the prescribed rules.

2. Authentication of Translations Made Outside India:

Translations made outside India must be authenticated with the signature and seal of:

The official having custody of the original document.
A Notary Public of the country (or region) where the company is incorporated.

For companies incorporated outside the Commonwealth, the signature or seal must additionally be authenticated by a diplomatic or consular officer empowered under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948, or, if no such officer exists, by an official specified under Section 6 of the Commissioners of Oaths Act, 1889 or any relevant Act.

3. Authentication of Translations Made Within India:

Translations made within India must be authenticated by either:

An advocate, attorney, or pleader entitled to appear before any High Court.
An affidavit of a competent person who, in the opinion of the Registrar, has adequate knowledge of both the original language and English.

Documents to be annexed to prospectus:

The following documents shall be annexed to the prospectus, namely:-

Any consent required from an expert for the issuance of the prospectus.
A copy of contracts for the appointment of the Managing Director or Manager, or, if the contract is not in writing, a memorandum providing full particulars.
A copy of any other material contracts entered into in the preceding two years, not made in the ordinary course of business.
A copy of the underwriting agreement, if applicable.
A copy of the power of attorney, in cases where the prospectus is signed by an authorized agent on behalf of the directors.

Action for improper use or description as foreign company:

Any individual or entity conducting business under a name or title implying that it is a foreign company registered under the Companies Act, 2013 or its associated rules, without actually being registered as such, shall be liable for investigation under Section 210 of the Companies Act. Appropriate action may be initiated against such individuals or entities based on the findings of the investigation.