Who is Foreign Company?
Section 2(42) of Companies act 2013 Company or Body Corporate incorporated outside India having
a) 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.
Rule 2 (c) of the Companies (Registration of Foreign Companies) Rules, 2014 defines ‘electronic mode’
as carrying out electronically based, whether main server is installed in India or not, including but not limited
a) Business to business and business to consumer transactions, data interchange and other digital supply
b) Offering to accept deposits or inviting deposits or accepting deposits or subscriptions in securities in India
or from citizens of India;
c) Financial settlements, web based marketing, advisory and transactional services, database services and
products, supply chain management;
d) Online services such as telemarketing, telecommuting, telemedicine, education and information
e) all related data communication services.
These transactions may be conducted by email, mobile devices, social media, cloud computing,
document management, voice or data transmission or otherwise.
Incorporation of a Foreign Company
Any foreign company can establish its place of business in India by filling Form FC-1 alogngwith
a) Documents to be delivered under Section 380(1) of Companies Act
b) details of Directors and Secretary as per rule 3 of Registration of Foreign Company Rules and
c) Attested Copy of Approval of RBI under FEMA and any orther regulator if any and Declaration from Authorised Represntative that no such approval is required.
The eForm has to be digitally signed by authorized representative of the foreign company.
There is no need to apply and obtain DIN for Directors of a foreign company but the DSC of the authorized representative is mandatory, which is NOT required to be registered on MCA Application.
Compliances for a Foreign Company
In case of any alteration in Information submitted by Foreign Company, has to be intimatd to MCA within 30 days in FC-2.
a) Accounts along with Consolidated Accounts of Parent Company and Audit report and all other annexures under Chapter IX of Comapnies Act. in Form FC-3 Within 6 months form closure of Financial Year of Foreign Company.
b) Annual Return in FC-4 within 60 days from last day of Financial Year.
Compliance under FEMA
An offshore business which has a direct Indian operation in India will be treated as one of Liaison Office (LO)/Branch Office (BO) or Project Office (PO),
for which Reserve Bank of India (RBI) under provisions of the FEMA.
a) After establishment,shall submit a report containing information, as per format provided in Annex 3
within five working days of the LO/BO becoming functional to the Director General of Police (DGP) of the state
concerned in which LO/BO has established its office.
b) Annual Activity Certificates (AAC) certifying that the company is undertaking only those activities which are
permitted by the Reserve bank in Annex 4 from Chartered Accountants, at the end of March 31, along with the audited
Balance Sheet on or before September 30 of that year.
c) Annual return on Foreign Liabilities and Assets notified under FEMA, required to be
submitted by all the India resident companies which have received FDI and/ or made overseas investment
in any of the previous year(s), including current year by July 15 every year.
Foreign Companies in Maharashtra