Companies Act Section 380 — Documents, etc., to be delivered to Registrar by foreign companies
CHAPTER XXII COMPANIES INCORPORATED OUTSIDE INDIA
Commercial / Corporate
Summary
Sub-section (1) requires every foreign company to deliver certain documents to the Registrar for registration within thirty days of setting up its place of business in India. These documents include a certified copy of the company's charter, statutes, memorandum and articles, or other instrument that defines its constitution, along with an English translation if the original is not in English. The company must also provide the full address of its registered or principal office, a list of its directors and secretary with prescribed particulars, and the name and address of one or more people resident in India who are authorised to accept legal notices and documents on the company's behalf. Additionally, it must give the full address of its office in India that is considered its principal place of business, particulars of any earlier occasions when it opened or closed a place of business in India, a declaration that none of its directors or authorised representatives in India has ever been convicted or debarred from forming companies or managing them in India or abroad, and any other information as prescribed.
Sub-section (2) states that a foreign company that was already in existence when this Act came into force, and that had not yet delivered the documents and particulars specified in section 592 of the Companies Act, 1956 before that commencement, remains obligated to deliver those documents and particulars in accordance with the 1956 Act.
Sub-section (3) provides that if any alteration is made to the documents delivered to the Registrar under this section, the foreign company must, within thirty days of such alteration, deliver to the Registrar for registration a return containing the particulars of the alteration in the prescribed form.
Official Text
(1) Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registration—
(a) a certified copy of the charter, statutes or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company and, if the instrument is not in the English language, a certified translation thereof in the English language;
(b) the full address of the registered or principal office of the company;
(c) a list of the directors and secretary of the company containing such particulars as may be prescribed;
(d) the name and address or the names and addresses of one or more persons resident in India authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company;
(e) the full address of the office of the company in India which is deemed to be its principal place of business in India;
(f) particulars of opening and closing of a place of business in India on earlier occasion or occasions;
(g) 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; and
(h) any other information as may be prescribed.
(2) Every foreign company existing at the commencement of this Act shall, if it has not delivered to the Registrar before such commencement, the documents and particulars specified in sub-section (1) of section 592 of the Companies Act, 1956 (1 of 1956), continue to be subject to the obligation to deliver those documents and particulars in accordance with that Act.
(3) Where any alteration is made or occurs in the documents delivered to the Registrar under this section, the foreign company shall, within thirty days of such alteration, deliver to the Registrar for registration, a return containing the particulars of the alteration in the prescribed form.