Launch offer — 25% off with code LAUNCH-25 See plans →
Microlesson · 5-min read

Application of Act to Foreign Companies — Section 379

# Application of Act to Foreign Companies — Section 379

## The structure (two limbs)

Section 379 is a two-limb provision. Limb A applies to all foreign companies; Limb B brings certain foreign companies under a much heavier compliance load by treating them as if they were Indian companies.

### Limb A — Section 379(A)

Sections 380 to 386 (both inclusive) and sections 392 and 393 apply to every foreign company. This is the baseline — registration, accounts, display of name, service of process, registers, fees, interpretation, punishment, dating of prospectus.

### Limb B — Section 379(B) — the 50% Indian-ownership trigger

If 50% or more of the paid-up share capital of a foreign company (whether equity, preference, or partly both) is held by:

  • (a) one or more Indian citizens; or
  • (b) one or more companies/bodies corporate incorporated in India; or
  • (c) a combination of (a) and (b)

whether singly or in aggregate — then the foreign company complies with this Chapter and such other provisions as the Central Government may prescribe, as if it were a company incorporated in India.

## Why the 50% rule matters

The legislature suspects that an entity majority-owned by Indians but incorporated abroad may be a 'foreign company' only in form. To prevent regulatory arbitrage, such companies are subjected to substantively Indian-company-level compliance.

## Quick test

Indian holding in foreign co.Trigger?Compliance
< 50%NoSections 380–386, 392, 393 only
≥ 50% (singly or aggregate)YesChapter XXII + such other provisions as CG prescribes

Worked example

### Example 1

Worked example: A company incorporated in Singapore has paid-up capital of ₹100 crore (₹60 cr equity + ₹40 cr preference). Indian citizens hold ₹35 cr equity; an Indian company holds ₹20 cr preference. Test: Aggregate Indian holding = ₹55 cr = 55% of paid-up capital → ≥ 50% → Limb B triggered → company is treated as if it were an Indian company for compliance purposes.

⚠️ Common exam mistakes

  • Forgetting that the 50% test counts equity + preference together
  • Reading 'singly' to mean only one Indian holder; the test is singly or in aggregate
  • Confusing the 50% trigger with majority voting control — the test is paid-up capital
  • Overlooking sections 392 and 393 — they apply even though they lie outside the 380–386 range
Reference: Section 379 — Companies Act, 2013
Now that you've read this — what's next?
Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.
Start 15-min diagnostic