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Microlesson · 5-min read

Documents to be Delivered to ROC [Sec 380]

# Documents to be Delivered by Foreign Company to ROC — Section 380

## Timeline

Within 30 days of establishment of place of business in India, every foreign company shall deliver to the Registrar of Companies (ROC), New Delhi the following documents:

## List of Documents (Form FC-1)

#Document
1Charter / Statute / MOA & AOA (or any other instrument constituting / defining the constitution of the company). If not in English — a certified translation in English.
2Full address of the registered or principal office of the company (in the country of incorporation).
3List of Directors and Secretary of the company containing: name (including former name), father's/mother's name, date of birth, residential address, nationality, occupation, PAN/passport, DIN, etc.
4Name and address of person(s) resident in India authorised to accept on behalf of the foreign company service of process and any notices/documents.
5Full address of the office of the company in India which is deemed to be its principal place of business.
6Particulars of opening and closing of place of business in India on earlier occasions.
7Declaration that none of the directors or authorised representative in India is convicted/debarred.
8Other prescribed documents (e.g., approval letter from RBI/sectoral regulator, etc.)

## Cessation of Place of Business

If a foreign company ceases to have a place of business in India, it must forthwith give notice to the ROC. From the date of such notice, the obligation to deliver any further document under Sec 380 ceases.

## Alterations

Any alteration in the above documents shall be filed in Form FC-2 with the ROC within 30 days of such alteration.

Worked example

### Example 1

Q. XYZ Ltd., a foreign company, established a branch office in Delhi on 1st April. By when must it file the constitutional documents with the ROC?

A. Within 30 days, i.e., on or before 30th April, in Form FC-1, with the ROC, New Delhi.

### Example 2

Q. A foreign company changes the residential address of one of its directors. What is the compliance requirement?

A. File Form FC-2 with the ROC within 30 days of the alteration under Sec 380(3).

⚠️ Common exam mistakes

  • Mixing up the 30-day timeline with 60 days or 90 days.
  • Filing with the ROC of the State where business is located — Sec 380 mandates ROC New Delhi.
  • Forgetting that translations of non-English documents must be certified.
  • Overlooking the obligation to notify the ROC when business ceases.
Bare-Act text Section 380 · Companies Act, 2013 · click to expand
Section 380(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...; (b) the full address of the registered or principal office of the company; (c) a list of the directors and secretary of the company...; (d) the name and address 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...; (h) any other information as may be prescribed.
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