Sections 381 and 382 of the Companies Act, 2013: Accounts and Name Display Requirements for Foreign Companies
Sections 381 and 382 form part of Chapter XXII of the Companies Act, 2013, which deals with companies incorporated outside India. Section 381 prescribes accounting and filing obligations of a foreign company, while Section 382 requires the foreign company to display and state its name, country of incorporation and, where applicable, the limited liability of its members.
Updated: September 17, 2026
Section 381 - Accounts of Foreign Company
Section 381 requires every foreign company, in every calendar year, to make out a balance sheet and profit and loss account in the prescribed form and with the prescribed particulars and documents, and to deliver a copy of those documents to the Registrar.
Core requirements under Section 381
- The foreign company must prepare the required balance sheet and profit and loss account and attach or annex the prescribed documents.
- The prescribed documents must be delivered to the Registrar.
- The Central Government may, by notification, exempt a foreign company or a class of foreign companies from specified requirements of Section 381(1)(a), or apply those requirements with exceptions or modifications.
- If a document covered by Section 381(1) is not in English, a certified English translation must be annexed.
- A prescribed list of all places of business established by the foreign company in India must accompany the documents filed with the Registrar.
Companies (Registration of Foreign Companies) Rules, 2014 and Form FC-3
Section 381 operates with the Companies (Registration of Foreign Companies) Rules, 2014. Under Rule 4, a foreign company is required to prepare financial statements for its Indian business operations in accordance with Schedule III to the Companies Act, 2013, or as near to Schedule III as may be possible, for each financial year.
The prescribed filing framework includes the relevant financial statements and supporting documents. These include the latest consolidated financial statements of the parent foreign company, where applicable, and prescribed statements concerning related party transactions, repatriation of profits and transfer of funds between the Indian place of business and related parties outside India.
Where documents are not in English, the applicable requirements for certified English translation must be followed. The accounts relating to Indian business operations are also subject to the audit requirements prescribed under the Rules.
FC-3 filing
Form FC-3 is the MCA webform used for annual accounts together with the list of places of business established in India by the foreign company. MCA's current FC-3 instruction kit states that the financial statements are to be filed within six months from the close of the relevant financial year. The Registrar may, on a written application and for special reasons, extend the period by up to three months.
Rule 6 requires the list of places of business in India, as on the date of the balance sheet, to be filed with the financial statement in Form FC-3 with the applicable fee.
Section 382 - Display of Name and Other Particulars of Foreign Company
Section 382 imposes public disclosure requirements at every office or place where a foreign company carries on business in India and on specified business communications and publications.
What must a foreign company display or state?
- At every office or place of business in India: the company's name and the country in which it is incorporated must be conspicuously exhibited outside the premises in easily legible English characters and also in the characters of a language generally used in that locality.
- On business communications: the company's name and country of incorporation must appear in legible English characters on business letters, billheads, letter paper, notices and other official publications.
- If members' liability is limited: notice of that fact must appear in the prospectuses, business letters, billheads, letter paper, notices, advertisements and other official publications specified by Section 382, and must also be conspicuously exhibited outside every office or place where the company carries on business in India.
The purpose of Section 382 is to ensure that persons dealing with a foreign company in India can readily identify the legal name of the entity, its country of incorporation and, where relevant, the limited nature of its members' liability.
Practical Compliance Summary
- Confirm that the entity falls within the statutory meaning of a foreign company under Section 2(42).
- Prepare the accounts and Indian business financial statements required by Section 381 and the applicable Rules.
- Arrange certified English translations where required.
- Complete the prescribed audit requirements for Indian business operations.
- File Form FC-3 with the required financial statements, attachments and list of places of business within the prescribed period.
- Keep the Section 382 name and country-of-incorporation display continuously compliant at each Indian business location and on the specified communications.