# Documents to be Delivered to ROC by Foreign Company

## Initial Filing — Within 30 Days of Establishing Place of Business in India

Every foreign company shall, within 30 days of establishing a place of business in India, deliver Form FC-1 to the Registrar, Central Registration Centre along with fees, attaching the documents in three logical clusters:

### Cluster 1 — Constitution Documents

Certified copy of charter, statute, MOA & AOA or instrument defining the company's constitution.
If the instrument is not in English, a certified translation in English must be filed.

### Cluster 2 — Address Particulars

Address of registered/principal office of the company (outside India).
Address of Indian Office — this is deemed the principal place of business in India.
Particulars of opening and closing of place of business in India on earlier occasions.

### Cluster 3 — People Particulars

List of Directors and Secretary with particulars: name, address, PAN, nationality, DIN, Membership Number of Secretary.
Name and address of a person resident in India authorized to accept service of documents on behalf of the company.
Declaration that no Director or Authorized Representative has ever been convicted or debarred from formation/management of any company in India or abroad.
Other prescribed information.

## Supporting Document Required

The application must be supported by:

RBI approval (under FEMA) and approvals of other regulators to establish place of business in India, OR
A declaration from the Authorized Representative that no such approval is required.

## Subsequent Filings — Where to File

Any document (OTHER than the initial registration documents above) which a foreign company is required to deliver shall be delivered to the ROC having jurisdiction over New Delhi.

## Filing of Alterations — Form FC-2 Within 30 Days

If any alteration is made to documents previously delivered to ROC, a return containing particulars of alteration in Form FC-2 shall be delivered to ROC, New Delhi for registration within 30 days of the alteration.

## Deemed Service

A notice or document is deemed served on a foreign company if it is left at, or sent by post or electronically to, the Authorized Representative whose name and address has been delivered to ROC under Section 380.

## Memory Hook — The Three Forms

FC-1: Initial registration documents (within 30 days of establishment)
FC-2: Alterations to previously filed documents (within 30 days of alteration)
FC-4: Annual Return under Section 92 (within 60 days of FY end)

Worked example

### Example 1

Q. ABC Inc. (USA) opens its first branch office in Bangalore on 1st June 2026. By when and in what form must it file initial documents with ROC?

A. Within 30 days of establishment, i.e., by 1st July 2026, ABC Inc. must file Form FC-1 with the Registrar, Central Registration Centre, along with fees, the constitution documents (with certified English translation if needed), address particulars, list of directors and secretary, details of the authorized representative resident in India, declaration of no past convictions, and either the RBI/regulator approval or a declaration that no such approval is required.

### Example 2

Q. XYZ Plc., a UK foreign company, changes its registered office in London on 10th March. When and how must it inform the Indian ROC?

A. Within 30 days of the change, i.e., by 9th April, XYZ must file Form FC-2 with the ROC having jurisdiction over New Delhi, setting out particulars of the alteration.

⚠️ Common exam mistakes

Filing initial documents (Form FC-1) with the local ROC instead of the Central Registration Centre.
Filing subsequent/alteration documents at the local ROC — they must go to the ROC having jurisdiction over New Delhi.
Missing the 30-day window for both initial filing and alteration filing.
Forgetting that RBI/FEMA approval (or a declaration that none is needed) is a mandatory supporting document.
Omitting the certified English translation when the constitutional instrument is not in English.
Confusing FC-1, FC-2 and FC-4.

Bare-Act text Section 380 · Companies Act, 2013 · click to expand

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; or (h) any other information as may be prescribed.

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Documents to be Delivered to Registrar by Foreign Company [Section 380 & 383]

Worked example

⚠️ Common exam mistakes