Documents a Foreign Company Files With the Registrar

The documents a foreign company must file with the Registrar are set out in section 380 of the Companies Act, 2013: eight items, delivered for registration within thirty days of the company establishing a place of business in India. A second thirty-day clock in sub-section (3) covers every later change to what was filed, which is what turns the section 380 file into a maintained record rather than a one-off.

What documents does a foreign company file with the Registrar?

Section 380(1) lists eight clauses, and they divide into three jobs: identify the company, locate it, and name someone here who can be served.

1. (a) The constitution. A certified copy of the charter, statutes or memorandum and articles, or other instrument constituting or defining the constitution of the company. If that instrument is not in English, a certified translation into English goes with it.
2. (b) The full address of the registered or principal office of the company.
3. (c) A list of the directors and secretary of the company, containing such particulars as may be prescribed.
4. (d) The name and address, or names and addresses, of one or more persons resident in India authorised to accept on the company's behalf service of process and any notices or other documents required to be served on it.
5. (e) The full address of the office of the company in India which is deemed to be its principal place of business in India.
6. (f) Particulars of opening and closing of a place of business in India on an earlier occasion or occasions.
7. (g) A 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.
8. (h) Any other information as may be prescribed.

Clause (f) is the one a reader skims past and should not. It requires the history of previous Indian openings and closings, so the file carries a company's earlier presence here even where that presence has been wound down.

What is the thirty-day clock in section 380?

It is two clocks with the same length, running off different events.

The first is in sub-section (1): within thirty days of the establishment of its place of business in India, the company delivers the eight items to the Registrar for registration. The trigger is the establishment of the place of business, not incorporation abroad and not the start of revenue. Section 386 tells you what counts as a place of business, and it is wider than an office: see the place of business page.

The second is in sub-section (3): where any alteration is made or occurs in the documents delivered under the section, the foreign company delivers a return of the particulars of that alteration, in the prescribed form, within thirty days of the alteration. "Is made or occurs" covers changes the company does not choose, which is why a director resigning abroad still starts an Indian clock.

What does section 380(2) do about companies that predate the Act?

Sub-section (2) is a savings provision, and it points backwards. Every foreign company existing at the commencement of the Act which had not, before that commencement, delivered to the Registrar the documents and particulars specified in sub-section (1) of section 592 of the Companies Act, 1956, continues to be subject to the obligation to deliver those documents and particulars in accordance with that Act.

The obligation survives under the old statute rather than being converted into a section 380 obligation. That distinction matters for anyone reading an old file: a pre-2014 default is measured against the 1956 Act's list, not the 2013 Act's eight clauses.

Where the section 380 file shows up in the record

It is the first Indian document trail a foreign company generates, and much of it is exactly what a counterparty or a filings reader wants. Clause (d) names the person who can be served in India, and section 383 makes service at that address sufficient, which is covered on the service on a foreign company page. Clause (c) lists directors, and section 386 widens "director" for the Chapter to include a person on whose directions the board is accustomed to act.

The annual layer sits on top: section 381 requires a balance sheet and profit and loss account every calendar year along with a list of Indian places of business, covered on the accounts of a foreign company page. Read together, sections 380 and 381 mean a foreign company operating in India has both a standing file and a dated annual one.

Where this sits in the disclosure picture

• Foreign company under the Companies Act covers the section 2(42) definition and the section 379 trigger that makes section 380 apply.
• Accounts of a foreign company covers the annual section 381 delivery that follows this one.
• Which provisions apply to a foreign company covers section 384, which adds the annual return and charge registration.
• How to find a company's financial statements at the ROC covers the Registrar as a source generally.
• Penalty for a foreign company default covers what section 392 attaches to a failure to file.

The documents a foreign company must file with the Registrar are a public record with a date on it. Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.