Display of Name by a Foreign Company: Section 382

Display of name by a foreign company is governed by section 382 of the Companies Act, 2013. It puts three duties on every foreign company: the name and country of incorporation exhibited outside every Indian place of business, the same two facts stated on business letters and official publications, and, where members' liability is limited, a notice of that fact in both places.

What does display of name by a foreign company require?

Clause (a) is the physical duty. The company must conspicuously exhibit on the outside of every office or place where it carries on business in India the name of the company and the country in which it is incorporated, in letters easily legible in English characters, and also in the characters of the language or one of the languages in general use in the locality where the office or place is situate.

Three details in that sentence are easy to compress away and each changes the duty:

• "every office or place where it carries on business", not the principal place of business filed under section 380(1)(e). The duty is per location.
• "and the country in which it is incorporated". The name alone does not satisfy clause (a).
• "and also" the local language characters. English is required, and is not sufficient on its own.

What must appear on a foreign company's letterhead?

Clause (b) covers paper and publications rather than premises. The name of the company and of the country in which the company is incorporated must be stated in legible English characters in all business letters, billheads and letter paper, and in all notices and other official publications of the company.

Clause (b) does not carry the local-language limb that clause (a) has. That asymmetry is on the face of the section: the two display duties, in (a) and (c)(ii), are bilingual, and the two paper duties, in (b) and (c)(i), are English-only.

When must a foreign company disclose limited liability?

Clause (c) is conditional. It bites if the liability of the members of the company is limited, and then requires notice of that fact in two places:

1. Under (c)(i), stated in every such prospectus issued and in all business letters, bill-heads, letter paper, notices, advertisements and other official publications of the company, in legible English characters.
2. Under (c)(ii), conspicuously exhibited on the outside of every office or place where it carries on business in India, in legible English characters and also in legible characters of the language or one of the languages in general use in that locality.

Clause (c)(i) is the only limb of section 382 that names a prospectus, and it reaches wider than the prospectus sections do: sections 387 to 389 attach to issuing or registering a prospectus in India, while clause (c)(i) attaches to the company's ordinary correspondence too. Those prospectus sections are covered on the foreign company prospectus page.

Why a display duty matters to a filings reader

Section 382 is the only part of Chapter XXII aimed at what a counterparty sees rather than at what the Registrar receives. Its content is the same content the Registrar holds under section 380: identity, country of incorporation, and the limited or unlimited character of members' liability. The Act puts those facts in two channels, one filed and one displayed, and the filed one is the one with a date on it.

Section 379(1) applies section 382 to all foreign companies, not only to those with Indian shareholders, which is covered on the foreign company page. A contravention falls to section 392, covered on the penalty page.

Where this sits in the disclosure picture

• Foreign company under the Companies Act covers the definition and the section 379(1) list that applies section 382.
• Documents a foreign company files with the Registrar covers the filed version of the same identifying facts.
• Foreign company prospectus covers the prospectus sections that clause (c)(i) sits next to.
• Place of business under the Companies Act covers what counts as an office or place for the per-location duty.
• Penalty for a foreign company default covers the consequence of contravening the Chapter.

Display of name by a foreign company is a per-location, bilingual duty that carries the country of incorporation, not just the name. 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.