# Fees & Interpretation — Sections 385 & 386
## Section 385 — Fee for registration of documents
For registering any document required under Chapter XXII, the foreign company shall pay such fee as may be prescribed to the Registrar.
## Section 386 — Interpretation (3 key expressions)
| Expression | Meaning |
|---|---|
| 'Certified' | Certified in the prescribed manner to be a true copy or a correct translation |
| 'Director' (in relation to a foreign company) | Includes any person in accordance with whose directions or instructions the Board of Directors of the company is accustomed to act |
| 'Place of business' | Includes a share transfer office or share registration office |
## Why these definitions matter
- The 'director' (shadow director) limb extends compliance liability to persons who control the board de facto, even if not formally appointed.
- 'Place of business' includes share transfer / share registration offices — so a foreign company that runs only a share transfer office in India still triggers Chapter XXII.
- 'Certified' is the operative concept whenever Section 380 / 381 require certified copies and translations.