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Corporate and Other Laws · Companies Incorporated Outside India

Foreign Company Compliance: Accounts, Name and Service of Documents

Updated 4 October 2026 · Fact-checked

A foreign company with a place of business in India must file its balance sheet and profit and loss account each calendar year (s.381), display its name and country of incorporation (s.382), and follow Indian rules on debentures, annual return, charges and books of account (s.384). Solve questions by matching the facts to the right section.

Understand Compliance Requirements: Accounts, Name, Service of Documents

A foreign company is a company incorporated outside India that has a place of business in India. Once it sets up that place, it must first register by delivering documents to the Registrar within thirty days (s.380). After that, it has ongoing duties. This topic covers those duties.

The law has a simple idea. A foreign company deals with Indian customers, lenders and authorities. So it must be transparent: file accounts, show who it is, keep Indian books, and give a person in India who can receive legal papers.

There are three groups of duties. Accounts (s.381): make out a balance sheet and profit and loss account every calendar year and deliver a copy to the Registrar. Name display (s.382): show the company name and country of incorporation at offices and on business papers. Other compliance (s.384): certain Indian company law provisions apply to it, such as debentures, annual return, charges and books of account.

Service of documents is linked to s.380(1)(d). At registration, the company gives the name and address of one or more persons resident in India authorised to accept service of process, notices and other documents. It also gives the full address of its principal place of business in India (s.380(1)(e)). If any of these documents change, it must file a return of the alteration within thirty days (s.380(3)).

The text you were given does not contain a section numbered 383, so do not attach a rule to s.383 from this page. Learn the rules by their content and the sections shown here.

Key rules to remember

Accounts of foreign company (s.381(1))
Every calendar year: balance sheet + profit and loss account (prescribed form) → copy to Registrar
The Central Government may by notification direct that, for a foreign company or class of foreign companies, the requirements of clause (a) (making out the balance sheet and profit and loss account) do not apply, or apply with specified exceptions and modifications.
Translation (s.381(2))
Document not in English → annex a certified English translation
Applies to the documents mentioned in s.381(1).
List of places of business (s.381(3))
Send a list (prescribed form) of all places of business in India, as at the balance sheet date, along with the accounts
Filed with the Registrar together with the s.381(1) documents.
Name display at offices (s.382(a))
Outside every office or place of business in India: company name + country of incorporation, in English characters and in the local language
Local language means one of the languages in general use in that locality.
Name on papers (s.382(b))
Name + country of incorporation in legible English characters on all business letters, billheads, letter paper, notices and other official publications
Local-language characters are required only for office display, not for papers.
Limited liability notice (s.382(c))
If members' liability is limited → state that fact on prospectuses, business papers and publications, and display it outside every office
Papers need English characters; office display needs English and local-language characters.
Provisions applied by s.384
s.71 (debentures) mutatis mutandis; s.92 and s.135 with exceptions, modifications and adaptations by rules; s.128 for Indian business books; Chapter VI (charges) mutatis mutandis; Chapter XIV (inspection, inquiry, investigation) mutatis mutandis to Indian business
s.92 is annual return and s.135 is CSR. s.128 books must be kept at the principal place of business in India.
Service of process (s.380(1)(d) and (e))
Name and address of one or more India-resident persons authorised to accept service + address of principal place of business in India
Filed with the Registrar at registration within thirty days of establishing the place of business.
Alteration return (s.380(3))
Alteration in delivered documents → return in prescribed form within 30 days
Applies to changes such as the authorised person or office address.

How to solve Compliance Requirements: Accounts, Name, Service of Documents questions

Use this method for any question on the ongoing duties of a foreign company in India.

  1. 1Confirm the entity is a foreign company: incorporated outside India with a place of business in India.
  2. 2Identify which duty is tested: accounts, name display, service of documents and office address, or applied Indian provisions.
  3. 3Quote the rule with its section: s.381 for accounts, s.382 for name, s.380 for authorised person and address, s.384 for applied provisions.
  4. 4Apply the exact detail from the facts: calendar year, English translation, local-language display, thirty days, limited liability.
  5. 5Check for exceptions, such as the Central Government notification under the proviso to s.381(1).
  6. 6State the conclusion clearly: what the company must do, or whether it has defaulted.
  7. 7Do not state a penalty unless you know it from your study material. Otherwise say the company has failed to comply with the section, which is a default.

Quickest way: Match the facts to the section

When to use it: Use this for MCQs and for short written answers when time is tight.

  1. MCQ keywords: calendar year or list of places of business points to s.381; name and country points to s.382; annual return, books, charges, debentures points to s.384.
  2. Eliminate options that say accounts follow the financial year or are filed with the Central Government. The rule is calendar year and Registrar.
  3. Eliminate options that say books are kept abroad. Books for Indian business go at the principal place of business in India.
  4. In written answers use the format: Provision, Facts, Conclusion. Write the section number first, then apply it in two or three lines.
  5. Give one line per duty with its time limit or place so each point earns a step mark.

Common mistakes in Compliance Requirements: Accounts, Name, Service of Documents

  • Saying a foreign company files accounts for the financial year ending 31 March.

    You carry over the rule for Indian companies.

    Fix: s.381 says in every calendar year. Use those words.

  • Forgetting the certified English translation.

    You focus on the form of accounts only.

    Fix: If any s.381(1) document is not in English, a certified English translation must be annexed.

  • Requiring local-language characters on all letters and billheads.

    You mix up the office display rule with the papers rule.

    Fix: Office display needs English and local-language characters. Letters, billheads and notices need English characters.

  • Saying all Indian company law applies to a foreign company.

    s.384 lists many provisions, so it seems broad.

    Fix: s.384 applies the named provisions: s.71, s.92, s.135 (both with adaptations by rules), s.128 in part, and Chapter VI and Chapter XIV for the Indian business. Separate duties under ss.380, 381 and 382 also apply. Do not claim that no other provisions can apply.

  • Treating s.128 books as the whole worldwide business.

    You ignore the words limiting it to India.

    Fix: Books cover monies, sales and purchases, assets and liabilities in the course of or in relation to its business in India, kept at its principal place of business in India.

  • Quoting penalties with section numbers or amounts from memory.

    You want to add detail.

    Fix: If you are not sure, say only that non-compliance is a default. State a penalty only if you know it from your study material, and do not invent amounts.

Worked examples

Example 1

A company incorporated in Japan has an office in Pune. Its balance sheet and profit and loss account are in Japanese. State the obligations of the company regarding its accounts under the Companies Act, 2013.

Show the solution
  1. Provision: s.381(1) requires every foreign company, in every calendar year, to make out a balance sheet and profit and loss account in the prescribed form and deliver a copy to the Registrar.
  2. Facts: the documents are in Japanese, which is not English.
  3. Rule on language: s.381(2) requires a certified English translation to be annexed.
  4. Further duty: s.381(3) requires the company to send, with the documents, a list in the prescribed form of all places of business in India as at the balance sheet date.
  5. Exception: the Central Government may by notification direct that the clause (a) requirements do not apply to the company or class, or apply with exceptions and modifications.

Answer: The company must prepare accounts each calendar year, deliver a copy to the Registrar with a certified English translation and a list of all its places of business in India, unless the Central Government has notified an exemption.

Example 2

A UK company operates a branch in Chennai. It shows its name on the branch signboard in English only and states the country of incorporation on its letterheads in English. Its members have limited liability but no mention is made of it anywhere. Examine compliance with s.382.

Show the solution
  1. Provision: s.382(a) requires name and country of incorporation outside every office in English characters and also in the characters of a language in general use in the locality.
  2. Facts: the signboard is in English only. This does not comply, because local-language characters, such as Tamil, are also needed.
  3. Letterheads: s.382(b) requires name and country in legible English characters on business papers. This is complied with.
  4. Limited liability: s.382(c) requires notice of limited liability on business letters, billheads, notices, advertisements, other publications and prospectuses, and outside every office in English and local-language characters.
  5. Facts show no such notice, so this is not complied with.

Answer: The company has complied with the letterhead requirement only. It has defaulted on local-language display at the office and on the limited liability notice.

Exam tips

  • Learn s.381, s.382 and s.384 by their headings: accounts, name display, applied provisions. Examiners often test one detail from each.
  • For case studies, list each duty in a separate line with its section so you pick up step marks.
  • Remember the contrast: office display needs English plus local language; papers need English only.
  • Note the numbers: calendar year, thirty days under s.380, and translation if not in English.
  • Do not cite a section 383 rule unless your study material gives it; state the rule in plain words instead.
  • On consequences, say the company has defaulted. Give a penalty only if you know it from your study material.

Practice questions from Companies Incorporated Outside India

Compliance Requirements: Accounts, Name, Service of Documents in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Compliance Requirements: Accounts, Name, Service of Documents: frequently asked questions

Which section requires a foreign company to file accounts in India?

Section 381. A foreign company must make out a balance sheet and profit and loss account every calendar year and deliver a copy to the Registrar. It must also send a list of its places of business in India.

Does a foreign company have to file an annual return?

Yes. Section 384(2) applies s.92 (annual return) to a foreign company as it applies to an Indian company, subject to exceptions, modifications and adaptations made by rules.

Where must a foreign company keep its books of account?

Under s.384(3), it must keep at its principal place of business in India the books required by s.128 for monies received and spent, sales and purchases, and assets and liabilities relating to its business in India.

How are documents served on a foreign company?

At registration under s.380(1)(d), the company gives the name and address of one or more India-resident persons authorised to accept service of process and notices. It must report any change within thirty days under s.380(3).