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Microlesson · 5-min read

Documents to be Delivered to Registrar — Section 380

# Documents to be Delivered to Registrar — Section 380

## Trigger and timeline

Within 30 days of establishing a place of business in India, every foreign company must file Form FC-1 with the Registrar along with the prescribed documents.

## What must be filed — Section 380(1)

ClauseDocument
(a)Certified copy of charter / statutes / MOA & AOA / constitution document (with certified English translation if not in English)
(b)Full address of registered or principal office of the company
(c)List of directors and secretary (detailed particulars — see below)
(d)Name(s) and address of person(s) resident in India authorised to accept service of process and notices
(e)Full address of the office in India deemed to be its principal place of business
(f)Particulars of opening/closing of any earlier place of business in India
(g)Declaration that no director / authorised representative has ever been convicted or debarred from formation/management of companies in India or abroad
(h)Any other prescribed information

## Particulars of the directors/secretary list — clause (c)

  • Personal name and surname in full; any former name(s)
  • Father's / mother's / spouse's name
  • Date of birth, residential address, nationality (and nationality of origin if different)
  • Passport number, date and country of issue — details of all passports if multiple
  • Income-tax PAN, if applicable; occupation
  • Other Indian directorship (DIN + Name + CIN); other directorships generally
  • Membership Number (for Secretary only); e-mail ID

## Procedure & Forms — sub-rules under Section 380(1)

  • File Form FC-1 with fees under the Companies (Registration Offices and Fees) Rules, 2014 within 30 days of establishing place of business.
  • Attach attested copy of RBI approval under FEMA (and any other regulator's approval, if needed), OR a declaration from the authorised representative that no such approval is needed.

## Where to file & ceasing business

  • All documents go to the Registrar having jurisdiction over New Delhi.
  • If the foreign company ceases to have a place of business in India, it must forthwith notify the Registrar; from that date its obligation to deliver documents ends — provided it has no other place of business in India.

## Transitional provision — Section 380(2)

Foreign companies existing on the commencement of the 2013 Act, which had not delivered the documents under section 592 of the 1956 Act, remain obligated to deliver them under the 1956 Act provisions.

## Intimation of alterations — Section 380(3)

Any alteration in the documents already filed must be intimated to the Registrar within 30 days of the alteration in the prescribed return.

Worked example

### Example 1

Worked example: Helios Inc. (USA) opens its first branch office in Mumbai on 1 April. Compliance: File Form FC-1 with the ROC, New Delhi by 30 April (within 30 days), enclosing certified charter, list of directors with full particulars, name of Indian authorised representative, RBI/FEMA approval copy, and the no-conviction declaration. If a director's residential address changes on 1 July, file the alteration return by 30 July.

⚠️ Common exam mistakes

  • Filing within 30 days of incorporation abroad — the trigger is establishment of place of business in India
  • Filing with the local jurisdictional ROC; all foreign-company filings go to the ROC having jurisdiction over New Delhi
  • Omitting the RBI/FEMA approval (or the no-approval declaration) — this is a mandatory attachment to FC-1
  • Listing only the current passport when a director holds multiple passports — details of all are required
  • Missing the 30-day window to intimate alterations under Section 380(3) — the duty continues post-registration
Reference: Section 380 — Companies Act, 2013
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