Documents, ETC., to be delivered to registrar (Section 380):
Particular relating to directors and secretary to be furnished to the registrar by foreign companies (rule 3):
List of directors:
Within the thirty days of establishment of the place of business in India, every foreign company, along with the particulars which had specified in section(1) of section 380 of the act, it also needs to deliver to the registrar for the registration, a secretary and the list of directors of such company.
The list of directors and secretary or equivalent of the foreign company shall contain the following particulars, for each of the persons included in such list, namely:
- Personal name and surname in full;
- Any surnames or former names in full;
- Mother’s or father’s name and spouse’s name;
- Residential address;
- Date of birth;
- The origin nationality has to be mentioned, if the present nationality is not the nationality of origin;
- Date of issue, passport number and country of issue; (if a person holds more than one passport then he needs to give all the details of the passport)
- PAN (Permanent Account Number), if applicable;
- Occupation, if any;
- Directorship in any other Indian company ( Corporate Identity Number (CIN) in case of holding the directorship, name and Director Identification Number (DIN));
- Other directorship or directorships hold by him;
- Membership number (for secretary only); and
- E-mail ID.
Copy of RBI’s Approval to be filed – Foreign company:
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 RBI (Reserve Bank of India)under foreign exchange management act or the regulations and also from other regulators, if the foreign companies requires any approval in order to establish a place of business in India or have to obtain a declaration from the authorized person of such foreign company that no such approval is required.
Filing of alterations in documents filed:
Where any alteration is made or occurs in the document delivered to the registrar for registration under sub-section (1) of section 380, the foreign company shall file with the registrar, a return in form FC-2 along with the fee as provided in the companies (registration offices and fees) rules, 2014 containing the particulars of the alteration, within a period of thirty days from the date on which the alteration was made or occurred.
Offices where documents to be delivered and fee for registration of document (rule 8):
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 i.e. companies incorporated outside India and these rules shall be construed accordingly.
The fee to be paid to the registrar for registering any document relating to a foreign company shall be such as provided in the companies (registration offices and fees) rules, 2014.
If any foreign company ceases to have a place of business in India, it shall give a notice of the fact to the registrar and as from the date on which the notice have given, the obligation of the company to deliver any document to the registrar may cease and provided that there are no other place of business in India.
Certification (rule 9):
A copy of any charter, statutes, memorandum and articles, or other instrument constituting or defining the constitution of foreign company shall be duly certified to be a true copy in the manner given below:
If the company is incorporated in a country outside the commonwealth
- The copy aforesaid shall be certified as a true copy by
- An official of the government to whose custody the original is situated; or
- A notary (public) of such country; or
- An officer of the company.
- The seal or signature which is referred in sub clause (i) of clause or the certificate of the notary (public) referred to in sub-clause (ii) of clause shall be authenticated by the consular or the diplomatic officer empowered in this behalf under section 4 of the diplomatic and consular officer act, or the case may be, by section 3 of the commissioners of oath act, and the status of the person administering oath in the latter case which is being authenticated by any official specified in section 6 of the commissioners of oaths act or in any relevant act for the said purpose.
- If the company is incorporated in any part of the commonwealth, the copy of the document shall be certified as a true copy by
- An official of the government to whose custody the original of the document is committed; or
- A notary public in that part of the commonwealth; or
- An officer of the company, an oath before a person having authority to administer an oath in that part of the commonwealth.
- Any altered document delivered to the registrar should also be duly certified in the manner mentioned above.
- The documents copy would be certified as a true copy by an official of the government to whose custody
- The copy of the documents shall be certified as a true copy by an official of the government to whose custody the original is committed and be duly apostillised in accordance with Hague convention;
- A list of the directors and the secretary of the company, if any, the name and address of person resident in India, authorized to accept the notice on behalf of the company shall be duly notarized and the apostillised in the country of their origin in accordance with Hague convention;
- The address and signatures on the memorandum of association and proof of identity where required, of foreign nationals seeking to register a company in India shall be notarised before the notary of the country of their origin and be duly apostillised in accordance with the Hague convention.
Authentication of translated documents (rule 10):
All the documents which are required to be filed with the registrar by the foreign companies should be in English language and the documents which are not in English language, the translation in English language has to be attached and duly certified in a manner as given in these rules.
Where any such translation is made outside India, it shall be authenticated by the signature and the seal, if any, of
- The official having custody of the original; or
- A notary of the country where the company has been incorporated.
Where a company is incorporated in a country outside the common wealth, the signature or seal of the person so certifying shall be authenticated by a diplomatic or consular officer empowered in this behalf under section 3 of the diplomatic and consular officer (oaths and fees) or where there is no such officer, by any of the official mentioned in section 6, of the commissioners of oaths act or in any relevant act for the said purpose.
- Where such translation is made within India, it shall be authenticated by
- Attorney, an advocate or pleader entitled to appear before any high court or
- A competent person who have the adequate knowledge of English and the original language.
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