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Microlesson · 5-min read

Section 380 — Documents to be Filed by Foreign Company with ROC

# Section 380 — Documents to be Filed with ROC, New Delhi

## Filing Authority & Timeline

  • Where: Registrar of Companies, New Delhi
  • When: Within 30 days of establishing a place of business in India (or of alteration to filed particulars)
  • Forms:
  • Form FC-1 — at the time of incorporation/establishment
  • Form FC-2 — for any alteration

## The 8-Document Checklist

#Document/Information
1Constitution document — Charter / Statute / Memorandum of Association
2Names & details of Directors and Secretary
3Address of principal office outside India
4Address of place of business in India
5Name & address of one or more persons in India authorized to accept service of notices on behalf of the company (Indian Representative)
6Whether the place of business has been opened or closed in India before such date
7Declaration that the Director or Indian Representative is not debarred from incorporating a company anywhere
8Any other information as may be required

## Memory Aid — 'CDPP-IRR-O'

  • Constitution document
  • Director & Secretary details
  • Principal office (outside India) address
  • Place of business (India) address
  • Indian Representative
  • Reopen/closed status
  • Right to incorporate declaration (no debarment)
  • Other required information

## Filing Trigger Sequence

```

Foreign Co. establishes POB in India

└── 30 days → File Form FC-1 with ROC, New Delhi

└── Future alteration → Form FC-2 within 30 days of change

```

Worked example

### Example 1

Example 1: A German company sets up an office in Mumbai on 1 June. It files Form FC-1 with ROC Mumbai on 25 June. — Result: Filing jurisdiction is ROC, New Delhi, not the local ROC. Filing with Mumbai ROC does not satisfy Section 380.

### Example 2

Example 2: A Japanese company appointed as Indian representative a person who is debarred under SEBI rules. — Result: Cannot make the Section 380 declaration; appointment must be changed.

### Example 3

Example 3: A foreign company files FC-1 on day 31 after establishing POB. — Result: Late filing — attracts penalty under Section 392.

⚠️ Common exam mistakes

  • Filing with the local ROC instead of ROC, New Delhi — Chapter XXII filings are centralized.
  • Missing the 30-day deadline — late filing triggers Section 392 penalties.
  • Forgetting Form FC-2 for alterations — every change requires a fresh filing.
  • Confusing 'directors' debarment declaration as optional — it is a mandatory document under Section 380.
Bare-Act text Section 380 · Companies Act, 2013 read with Companies (Registration of Foreign Companies) Rules, 2014 · click to expand
Section 380 (substance): 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 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...; (e) the full address of the office of the company 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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