Procedure To Register Foreign Company In India

     

There are mainly two types of entry strategy for foreign businesses in India, registration of a company or establishing a branch/liaison office.

Incorporation of a Wholly Owned Subsidiary is the easiest and fastest type of India entry strategy for foreign nationals and foreign companies. Foreign direct investment of upto 100% into a private limited company or limited company is under the automatic route, wherein no Central Government permission is required. Hence, incorporation of a private limited company as a wholly owned subsidiary of a foreign company or joint venture is the cheapest, easiest and fastest entry strategy for foreign companies and foreign nationals into India.

Registration of Branch Office, Liaison Office or Project Office requires RBI and/or Government approval. Therefore, the cost and time taken for registration of branch office, liaison office or project office for a foreign company is higher than the cost and time associated with incorporation of a private limited company. Further, foreign nationals cannot open a branch office, liaison office or project office. Hence, this option is limited to being an India entry strategy only for foreign companies.

Procedure To Register Foreign Company In India

As per Section 2 (42) “foreign company” means any company or body corporate incorporated outside India which –

1.      has a place of business in India whether by itself or through an agent, physically or through electronic mode; and

2.      conducts any business activity in India in any other manner.

Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registration –

1. a certified copy of the charter, statute or memorandum and articles of the company or other instrument constituting or defining the constitution of the company and if the instrument is not in English language, a certified translation thereof in the English language;

2.      the full address of the registered or principal office of the company;

3.      a list of the directors and secretary of the company with particulars;

4.   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 or other documents required to be served on the company;

5.   the full address of the office of the company in India which is deemed to be its principal place of business in India;

6.  particulars of opening and closing of a place of business in Indian on earlier occasions;

7.    declaration that none of the directors of the company or authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; or

8.      other prescribed particulars.

The Foreign Company shall, within a period of thirty day of establishment of its place of business in India, file Form FC – 1 of the Companies (Registration of Foreign Companies) Rules 2014. Along with the Companies Act, 2013 provision of Foreign Exchange Management Act 1999 and regulations made thereunder shall also be applicable.

Regulatory provisions under Foreign Exchange Management (Establishment in India of Branch or Office or other place of business) Regulations, 2000

A foreign company or individual planning to set up business operations in India can do so through a Liaison Office / Representative Office, Project Office or a Branch Office. The FEM (Establishment in India of Branch or Office or other place of business) Regulations, 2000 govern the opening and operation of such offices.

Accordingly, Companies incorporated outside India, desirous of opening a Liaison/Branch office in India have to make an application in form FNC-1. It may be noted that RBI has authorized AD Category I bank to forward FNC 1 along with the necessary enclosures along with the comments and recommendations to—

The Chief Manager-in-charge, Reserve Bank of India Foreign Exchange Department Foreign Investment Division Central Office, Mumbai - 400 001. The applications will be considered by Reserve Bank of India under Reserve Bank route or Government route. 

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