Sections 379 and 380 of the Companies Act, 2013: Foreign Companies and Documents to be Filed with Registrar
Chapter XXII of the Companies Act, 2013 deals with companies incorporated outside India. Sections 379 and 380 set out, respectively, the application of specified provisions of the Act to foreign companies and the principal documents and particulars that a foreign company must deliver to the Registrar.
Section 379 - Application of Act to foreign companies
Section 379 identifies the provisions of the Companies Act, 2013 that apply to foreign companies. In its current form, sub-section (1) applies sections 380 to 386 and sections 392 and 393 to all foreign companies.
Section 379(1): Sections 380 to 386, both inclusive, and sections 392 and 393 apply to all foreign companies.
Section 379(2): Where at least fifty per cent of the paid-up share capital of a foreign company is held, singly or in aggregate, by citizens of India, companies or bodies corporate incorporated in India, or a combination of them, the foreign company must comply with Chapter XXII and such other prescribed provisions in relation to its business carried on in India as if it were incorporated in India.
Legislative note: sub-section (1) was inserted and the earlier text was renumbered as sub-section (2) with effect from 9 February 2018. The former proviso to sub-section (1) was omitted with effect from 22 January 2021.
Section 380 - Documents to be delivered to Registrar by foreign companies
Section 380 requires a foreign company to provide foundational corporate and India-business particulars to the Registrar. The initial filing is required within thirty days after establishment of a place of business in India.
Documents and particulars under section 380(1)
(a) A certified copy of the charter, statutes, memorandum and articles, or other instrument constituting or defining the constitution of the company. Where the instrument is not in English, a certified English translation is required.
(b) Full address of the registered or principal office of the company.
(c) A list of the directors and secretary containing the prescribed particulars.
(d) Name and address of one or more persons resident in India authorised to accept service of process, notices and other documents on behalf of the company.
(e) Full address of the office in India deemed to be its principal place of business in India.
(f) Particulars of any earlier opening and closing of a place of business in India.
(g) A declaration concerning conviction or debarment of directors or the authorised representative in India from formation or management of companies in India or abroad.
(h) Other information as may be prescribed.
Existing foreign companies - section 380(2)
A foreign company existing when the Companies Act, 2013 commenced remains subject to the transitional obligation stated in section 380(2) where the documents and particulars referred to there had not already been delivered under section 592(1) of the Companies Act, 1956.
Alterations - section 380(3)
If an alteration occurs in documents delivered under section 380, the foreign company must, within thirty days of the alteration, deliver a return containing particulars of the alteration in the prescribed form. The Companies (Registration of Foreign Companies) Rules, 2014 prescribe the applicable foreign-company forms and filing particulars.
Practical compliance overview
A foreign company establishing a place of business in India should identify its section 380 documents promptly, arrange certified English translations where necessary, provide details of directors, secretary and the India resident authorised representative, and complete the prescribed MCA filing within the statutory period. Subsequent changes should also be tracked so that alteration filings are made within the applicable thirty-day period.
Official legal resources
For the authoritative and updated statutory text, see India Code. For e-filing, forms, notifications and the Companies (Registration of Foreign Companies) Rules, see the Ministry of Corporate Affairs.