My Dear Friend

I am presenting Thursday Article as 31 FAQ’s on Registration of
Foreign Company in India

1. Any kind of non‐compliance is attracting Financial Penalties +
imprisonment (both).  

2. It’s humbly suggested to stop non‐compliance against furnishing of
legal documents + correct information’s (both).

3. I trust that you will be enriched by reading this article

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 With best wishes from CA Satish Agarwal, New Delhi 

satishagarwal307@yahoo.com 1 +919811081957 
  

31 FAQ’s on Registration of Foreign Company in India

INDEX
S.No Description of Headings Page No.

(A) Applicability of Companies Act, 2013 for Foreign Company (Section 379) 4

1. Application of Companies Act (CA) 2013 for Foreign Company in India 4

2. Definition of Foreign Company in India (Section 2(42)) 4

3. Foreign co.’s Indirect working through incorporation of Company in India 4 & 5

4. Foreign Company’s direct working through BO + LO + PO (any) in India 5 & 6

5. Quickest entity for Carrying Business by Foreign Company in India 6

6. RBI’s role for Foreign Company’s working in India 6

7. Registration of Foreign Company with office of ROC in India 6

8. Documents to be filed by Foreign Company with office of ROC in India 6

9. Translation from Non English Language to English Language in India 6 & 7

10. Appointment of Resident Director as Authorized Person in India 7

11. Determination (fixation) of Address for Place of Doing of Business in India 7

12. Declaration by Foreign Company for Previous Place of Business in India 7

13. Declaration by Foreign Co. for Non Conviction or debar in India + outside India 7

(B) Registration + Financial Statements in India (Section 380 + 381) 8

14. Registration of Foreign Company with office of ROC in India 8

15. Filing of Alteration by Foreign Company with office of ROC in India 8

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16. Preparation of Standalone Financial Statements of Business in India 8

17. Submission of Consolidated Financial Statements of Parent Foreign Co. in India 8

18. Statement of Related Parties Transactions in India (Section 2(76)) 8 & 9

19. Preparation of Information’s for Related Parties Transactions in India 9

20. Preparation of Statement for Repatriation out of Profits from India 9 & 10

21. Preparation of Information’s for repatriation of funds from India 10

22. Filling of Financial Statements by Foreign Company with office of ROC in India 10

23. Extension by office of ROC for filling of returns by Foreign Company in India 10

24. Audit of accounts by Statutory Auditors for business operation in India 10

(C) Misc. Provisions for Foreign Company (Section 382 to 384, 392 & 393) 11

25. Filing of list of Indian Places of business by Foreign Company in India 11

26. Displaying of Name + etc. by working Foreign Company in India (Section 382) 11

27. Service of Notice on Foreign Company by any person in India (Section 383) 11

28. Filling of Annual Return by Foreign Company in India (Section 384) 11

29. Mandatory details for filing of Return by Foreign Company in India 12

30. Penalty + Imprisonment for contravention by Foreign Company (Section 392) 12

31. Cancellation of validity of contracts + etc. for non compliance (Section 393) 12

Profile of Publisher for 31 FAQ’s on Registration of Foreign Company in India 13

satishagarwal307@yahoo.com 3 +919811081957 
  

31 FAQ’s on Registration of Foreign Company in India

(A) Applicability of Companies Act, 2013 for Foreign Company (Section 379)

1. Application of Companies Act (CA) 2013 for Foreign Company in India

(i) India is fasting developing country in world.

(ii) Developed + Non‐developed (both) countries eagerly interested to invest

in different sectors in India.

(iii) India a hub for doing business as cost of production already lower +
having population as exceeding the 1400 million.

(iv) Hence exceeding 15% population of world already residing in India as customer.

2. Definition of Foreign Company in India (Section 2(42))

(i) 100% body corporate as incorporated outside India + also having a place of
business in India (both) called as foreign company having business in India

(ii) Foreign company is permitted for having business through agent in
physical mode + in electronic mode (both) in India.
+ (plus)
(iii) Conducting business activity in any other manner also in India.

3. Foreign co.’s Indirect working through incorporation of Company in India

(i) Working as Indian Private Limited or Public Limited Company in India

Indian private limited company or public limited company (any)

incorporated in India + also shares are held by foreign company + by
Resident of India (both) jointly.

(ii) Working as Wholly Owned Subsidiary (WOS) of Foreign Company in India

(i)

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(a) Where foreign company is investing in 100% equity capital through

incorporation or takeover of Indian company.

(b) 100% investment in equity capital of Indian company is called

100% Foreign Direct Investments (FDIs) in India through
automatic or approval (any) route of RBI.

(iii) Working as Joint Venture (JV) of Foreign Company in India

Where foreign company already selected a local partner for JV through
Memorandum of Understanding (MOU) or Letter of Intent (LOI) called JV
agreement.

(iv) Working as Subsidiary of Foreign Company in India

Where foreign company already invested as minimum 50.01% shares of
Indian company in India.

4. Foreign Company’s direct working through BO + LO + PO (any) in India

 Where foreign company is required to register under CA, 2013 to start

business in India through following models:

(i) Direct working through Branch Office (BO) of Foreign Company in India

(a) Foreign company is permitted to establish a BO for carrying same
business in India
+ (plus)
(b) Foreign company is required to have a large business + good
profits (both) outside India.

(ii) Direct working through Liaison Office (LO) of Foreign Company in India

(a) Foreign company is permitted to establish a LO for carrying 100%
liaison activities in India.

(b) Foreign company is required to incur 100% expenses through direct

foreign remittance from parent company as located outside India.

(c) Foreign company is not permitted to carry any business activity.

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(iii) Direct working through Project Office (PO) of Foreign Company in India

Foreign company is permitted to establish a PO in India to execute the
projects as awarded to foreign company by Indian company where
approval is obtained from RBI.

5. Quickest entity for Carrying Business by Foreign Company in India

(i) Establishing a private limited company is coolest + fastest way for

operating an entity in India.

(ii) Generally 100% FDIs are permitted under automatic route or approval
route of FDI policy for private limited company in India.

6. RBI’s role for Foreign Company’s working in India

 RBI is permitted to allow the foreign inward remittance against FDIs in

accordance to guidelines as issued by RBI Act, 1934 from time to time.

7. Registration of Foreign Company with office of ROC in India

(i) 100% Foreign Companies are required to submit the documents with office
of ROC for registration in 30 day from date of establishment of place of
business in India like WOS + JV + Subsidiary company + BO + LO + PO (any).

(ii) Indian company is not required to re‐register with ROC beside 100% FDIs
are received from foreign company.

8. Documents to be filed by Foreign Company with office of ROC in India

 100% certified copies to be submitted for registration with office of ROC

like charter + statute + memorandum and articles of company + any other
instrument as constituting or defining the constitution of foreign
company outside India.

9. Translation from Non English Language to English Language in India

 Specific documents to be translated in English Language where original
documents are not in English language like:

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(i) Address of registered office or principal office of Foreign Company as

outside India.

(ii) List of directors + secretary of foreign company with particulars as

prescribed by MCA in India.

10. Appointment of Resident Director as Authorized Person in India

(i) 100% foreign companies are required to provide the name + address of
resident of India as authorized person already resided for minimum 180
day in India

(ii) Authorized person is required to accept the service of notice + any other
document as delivery of service by office of ROC for registration of
foreign company in India.

11. Determination (Fixation) of Address for Place of Doing of Business in India

 100% Foreign Companies are required to provide an address of place of

doing of business with office of ROC for registration of foreign company in
India.

12. Declaration by Foreign Company for Previous Place of Business in India

 100% Foreign Companies are required to provide the particulars against

any previous office as was opened + closed (both) with office of ROC in India.

13. Declaration by Foreign Co. for Non Conviction or debar in + outside India

 100% Foreign Companies are required to provide a declaration that

director’s of company + authorized representatives (both) located in
India are not involved or convicted or debarred from formation of
company + also performing the management activity in India + outside
India (both).

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(B) Registration + Financial Statements in India (Section 380 + 381)

14. Registration of Foreign Company with office of ROC in India

(i) 100% foreign companies are required to file a Form No. FC‐1 with office of
ROC in 30 day from date of establishment of place of business in India like
WOS + JV + Subsidiary company + BO + LO + PO (any).
+ (plus)
(ii) Also to submit a copy of approval from RBI or from any other regulator
where approval is required to establish a place of business in India or
declaration from authorized representative of foreign company that
approval is not required.

15. Filing of Alteration by Foreign Company with office of ROC in India

 100% foreign companies are required to file a Form No. FC‐2 in 30 days
from date of alteration with office of ROC in India.

16. Preparation of Standalone Financial Statements of Business in India

(i) 100% Foreign companies are required to prepare the standalone financial
statements for business operation in India in accordance with Schedule III
of CA, 2013
+ (plus)

(ii) Also to prepare the documents as required in accordance with Chapter

IX of CA, 2013

17. Submission of Consolidated Financial Statements of Parent Foreign Co.

 100% foreign companies are required to submit a copy of latest Consolidated

Financial Statements of Parent Foreign Company with office of ROC in India.

18. Statement of Related Parties Transactions (Section 2(76))

(i) 100% foreign companies are required to prepare a statement of related

parties transactions as specified under schedule III of CA, 2013.

satishagarwal307@yahoo.com 8 +919811081957 
 

(ii) List of Related parties to include the followings :‐

(a) Foreign Company

(b) Subsidiary company of Foreign Company

(c) Holding company of Foreign Company

(d) Firm where Foreign Company partner

(e) Firm where subsidiary of Foreign Company partner

(f) Firm where holding company of Foreign Company partner

19. Preparation of Information’s for Related Parties Transactions

(i) Nature of Relationship

(ii) Description + nature of transaction (both)

(iii) Amount of transaction like opening + closing + highest + lowest (all) balances

(iv) Reasons for transaction

(v) Material impact of transaction on purchaser + seller (both)

(vi) Amount of written off + amount of written back (both) against dues with
related parties

(vii) Declaration that transactions were carried at Arm’s Length Price (ALP)
principle

(viii) Any other detail to understand the impact of related parties’ transactions.

20. Preparation of Statement for Repatriation out of Profits from India

(i) Amount of profit as repatriated during financial year from India

(ii) Receipt of repatriation from outside India

(iii) Mode of repatriation from India + from outside India (both)

satishagarwal307@yahoo.com 9 +919811081957 
 

(iv) Date of repatriation from India + from outside India (both)

(v) Detail of city where repatriation is sent to other than the residence country
of beneficiary

(vi) Approval of RBI or other authority (any) required

21. Preparation of Information’s for repatriation of funds from India

(i) Statement of transfer of funds including dividend to be prepared between

place of business of foreign company in India + any other related party
of foreign company outside India including the holding + subsidiary +
associate (any) company
+ (plus)
(ii) Also date of transfer + amount (both) transferred or received (any)

22. Filling of Financial Statements by Foreign Company with office of ROC

 100% Foreign Companies are required to file a standalone financial

statements of Indian entity + consolidated financial statements of
foreign companies (both) + other required attachments with office of
ROC in 6 month from date of close of financial year like up to September
30th every year.

23. Extension by office of ROC for filling of returns by Foreign Company in India

 ROC is permitted to extend the period as not exceeding 3 month like up to

December 31st against special reason as mentioned by foreign company
through filling of application in writing with office of ROC

24. Audit of accounts by Statutory Auditors for business operation in India

 100% Foreign Companies are required to get an audit of accounts as

related to Indian business operations from practicing Chartered
Accountants (CA) registered with ICAI in India

satishagarwal307@yahoo.com 10 +919811081957 
  

(C) Misc. Provisions for Foreign Company in India (Section 382 to 384,392 & 393)

25. Filing of list of Indian Places of business by Foreign Company in India

 100% Foreign Companies are required to file Form FC ‐ 3 as list of place of

businesses in India on date of balance sheet.

26. Displaying of Name by working Foreign Company in India (Section 382)

(i) 100% Foreign Companies are required to exhibit the name of company +
name of country of incorporation in English + in local language where
business is located in India.

(ii) 100% Foreign Companies are required to state the name of company +
name of country of incorporation (both) on documents like:

(a) Letter Heads

(b) Bills

(c) Letter Papers

(d) Notices

(e) Advertisements

(f) Other official Publications of Company

27. Service of Notice on Foreign Company by any person in India (Section 383)

 Any process + notice + other document (any) to be treated as deemed

served where sent by office of ROC through post or delivered through
electronic mode at Indian address as communicated with office of ROC by
Foreign Company.

28. Filling of Annual Return by Foreign Company in India (Section 384)

 100% Foreign Companies are required to prepare + to file (both) annual

returns of Indian business operations in Form FC‐4 in 60 day from date
of close of financial year like 30th May every year.

satishagarwal307@yahoo.com 11 +919811081957 
 

29. Mandatory details for filing of Return by Foreign Company in India

(i) Details of promoters + directors + key managerial personnel + also any
change from close of previous financial year (all)

(ii) Details of remuneration to directors + key managerial personnel (both).

(iii) Details of meeting of members + class of members + board of directors +

100% committees + also details of attendance (all).

(iv) Details of members + debenture holders + other change (any) from close
of previous financial year (all).

(v) Details of holding + subsidiary + associate company + firm + LLP + etc (all).

30. Penalty + Imprisonment for contravention by Foreign Company (Section 392)

(i) 100% Foreign Companies are punishable with minimum fine INR 1 lac +
maximum financial penalty INR 3 lac + also additional maximum
financial penalty INR 50 thousand per day till continuity of contravention.

(ii) Every officer of Foreign Company also punishable with imprisonment for
maximum 6 month or minimum financial penalty INR 25 thousand +
maximum financial penalty INR 5 lac or imprisonment + fine (both).

31. Cancellation of validity of contracts + etc. for non compliance (Section 393)

(i) Against the failure of provisions under section from 379 to 384 of CA,
2013 by Foreign Company. Hence liable for cancellation of contract +
dealing + transaction with Indian entity.
+ (plus)
(ii) Also Foreign Company is not to be entitled to bring suit + to claim + to set
off + to make counter claim + to initiate the legal proceedings against
contract + dealing + transaction (any) except where foreign company
already complied the provisions under section from 379 to 384 of CA, 2013.

satishagarwal307@yahoo.com 12 +919811081957 
 

Published By

CA. Satish Agarwal
B.com (Hons) FCA
Practicing Chartered Accountant Since 1985
+919811081957
9/14 (First Floor) East Patel Nagar, New Delhi‐ 110008
Email: satishagarwal307@yahoo.com
Website: www.femainindia.com


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2. Material contained in this article does not constitute or substitute professional
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3. While every care has been taken in preparation of this article to ensure its accuracy at
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4. Satish Agarwal assumes no responsibility for any error which despite all
precautions may be found herein.

5. We shall not be liable for direct, indirect or consequential damage if any arising out
of or in any way connected with use of this article or information’s as contained herein. 
 
February‐2023

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