Companies Act Section 380

Companies Act, Section 380: Documents and Particulars to be Submitted by Foreign Companies to the Registrar

Section 380 of the Companies Act, 2013, mandates specific documentary and procedural requirements that every foreign company must fulfill upon establishing a place of business in India. This section ensures that adequate and accurate information about the foreign company is available with the Registrar of Companies (RoC) for regulatory and compliance purposes.

Sub-section (1): Initial Filing Obligations of a Foreign Company

Every foreign company is required to submit specified documents and particulars to the Registrar within thirty (30) days from the date it establishes a place of business in India. These documents must be delivered for registration and are intended to provide transparency about the company’s constitution, governance, operations, and local presence.

(a) Constitution Documents

A certified copy of the charter, statutes, or memorandum and articles of association, or any other instrument that constitutes or defines the legal structure and constitution of the foreign company.
If this constitutional document is not in the English language, a certified English translation of the document must also be submitted.
(b) Registered or Principal Office Address

The complete and full address of the company’s registered office or principal office located outside India must be provided to ensure the Registrar can identify the foreign company’s global headquarters.
(c) Details of Directors and Company Secretary

A list of all the directors and the company secretary of the foreign company must be submitted.
The list must include such particulars as may be prescribed under the rules (such as name, nationality, address, designation, and other identification details).
(d) Details of Authorized Representative(s) in India

The name(s) and address(es) of one or more persons who are resident in India and are authorized to accept:
Service of process (i.e., legal summons), notices, or other documents on behalf of the foreign company.
These individuals act as the legal point of contact between the foreign company and Indian authorities.
(e) Principal Place of Business in India

The full address of the foreign company’s office in India that is deemed to be its principal place of business in the country must be specified.
(f) History of Business Operations in India

Information regarding any previous establishment and closure of a place of business in India by the foreign company must be provided, including:
Dates of opening and closing, and other relevant particulars of such instances.
(g) Declaration Regarding Criminal Conviction or Debarment

A declaration stating that none of the directors of the foreign company, nor any authorised representative of the company in India, has been:
Convicted, or debarred from the formation of companies or from taking part in company management, either in India or abroad.
(h) Additional Prescribed Information

Any other information as may be prescribed under the rules made by the Central Government, from time to time, must also be submitted.
Sub-section (2): Transitional Provision for Foreign Companies Existing Before Commencement of the Act

This sub-section deals with foreign companies that were already operating in India at the time of commencement of the Companies Act, 2013.

If a foreign company had not delivered the documents and particulars specified under Section 592 of the Companies Act, 1956, before the commencement of the 2013 Act.
Then it shall continue to remain obligated to submit those documents and particulars in accordance with the provisions of the Companies Act, 1956, until such obligation is fulfilled.
This ensures continuity of obligations for companies already existing under the previous regime and prevents regulatory lapses during the transition.

Sub-section (3): Reporting of Alterations in Previously Submitted Information

This provision ensures that the information submitted by a foreign company remains up to date with the Registrar of Companies.

If there is any alteration or change in the documents or particulars that were originally submitted to the Registrar under sub-section (1),
Then the foreign company must submit a return containing the details of such alteration, in the prescribed form, to the Registrar,
Within a period of thirty (30) days from the date on which the alteration was made or occurred.
This provision emphasizes the ongoing compliance obligations of foreign companies and facilitates proper monitoring of changes in their structure, management, or Indian operations.