Setting Up of Business, Industrial and Labour Laws · Setting up of Branch Office, Liaison Office and Wholly Owned Subsidiary by Foreign Company

Place of Business of Foreign Company under Companies Act

Updated 11 October 2026 · Fact-checked

When a foreign company sets up a place of business in India, it must deliver prescribed documents to the Registrar within thirty days under Section 380. Section 384 then applies the Act's rules on debentures, annual return, CSR, charges, limited books of account and investigation to its Indian business. You answer by stating the provision, applying it, and concluding.

Understand Place of Business of Foreign Company under Companies Act

A foreign company is a company incorporated outside India that has a place of business in India. It may have it by itself or through an agent, physically or electronically. It also conducts business activity in India in any other manner. The Act therefore regulates foreign companies that operate here, even though they are not Indian companies.

The reason is simple. People in India who deal with the foreign company need to know who it is, where it sits, and who can accept legal notices for it. So the Act makes it register its basic documents with the Registrar soon after it starts operating here. This is the core of Section 380.

Registration is only the start. Section 384 extends some of the Act's ongoing duties to the foreign company. Under Section 384(1), the rules on debentures (Section 71) apply with suitable changes. Under Section 384(2), Section 92 (annual return) and Section 135 (corporate social responsibility) apply as they apply to an Indian company, subject to exceptions, modifications and adaptations made by rules. Section 135 was added to this sub-section with effect from 9 February 2018. Under Section 384(4), the rules on charges (Chapter VI) apply with suitable changes to charges on properties created or acquired by the foreign company. Under Section 384(5), Chapter XIV (inspection, inquiry and investigation) applies with suitable changes to its Indian business. Books of account are covered by Section 128, but only in a limited form under Section 384(3).

For books of account, the foreign company must keep at its principal place of business in India the books relating to its Indian business. These cover monies received and spent, sales and purchases, and assets and liabilities. It need not keep its global books here. Section 137 also asks a company to file its financial statements with the Registrar. Read the text of Section 384 carefully to see which sections it names.

Think of it in three stages: a trigger (a place of business in India), an entry filing (Section 380), and ongoing duties (Section 384, with Sections 128 and 137 as the accounting and filing base).

Key rules to remember

Time limit for initial filing: Documents to Registrar within 30 days of establishing the place of business in India (Section 380(1)); The clock starts from the establishment of the place of business, not from incorporation abroad.
Documents under Section 380(1): (a) certified copy of charter, statutes or memorandum and articles, with certified English translation if needed; (b) full address of registered or principal office; (c) list of directors and secretary; (d) name and address of one or more persons resident in India authorised to accept service of process and notices; (e) full address of principal place of business in India; (f) particulars of opening and closing of a place of business on earlier occasions; (g) declaration that no director or authorised representative has been convicted or debarred from company formation and management in India or abroad; (h) any other prescribed information; Remember it as eight items, (a) to (h).
Alteration in documents: Return of alteration in prescribed form within 30 days of the alteration (Section 380(3)); A fresh 30-day period runs from each alteration.
Books of account of a foreign company: Section 128 applies to the extent of keeping at its principal place of business in India the books on monies received and spent, sales and purchases, and assets and liabilities, relating to its business in India (Section 384(3)); The scope is limited to Indian business.
Other provisions applied by Section 384: Section 71 (debentures) mutatis mutandis; Sections 92 (annual return) and 135 (CSR) subject to exceptions, modifications and adaptations made by rules; Chapter VI (charges) mutatis mutandis; Chapter XIV (inspection, inquiry, investigation) mutatis mutandis to Indian business; Section 384(2) applies both Section 92 and Section 135 to a foreign company. The reference to Section 135 was inserted with effect from 9 February 2018.
Section 128 retention and penalty: Books with vouchers kept for not less than 8 financial years; default fine of ₹50,000 to ₹5,00,000 on the persons named (Section 128(5), (6)); Imprisonment and the 'or both' option were removed in 2020.
Section 137 filing and penalty: Financial statements to Registrar within 30 days of the AGM; company penalty ₹10,000 plus ₹100 per day of continuing failure, up to ₹2,00,000; The officer penalty is ₹10,000 plus ₹100 per day after the first, up to ₹50,000.

How to solve Place of Business of Foreign Company under Companies Act questions

Use this method for any question on a foreign company's place of business, whether it is a filing, a time limit or a compliance issue.

1Identify the company. Check that it is incorporated outside India and has a place of business here. If it is Indian, these provisions do not apply.
2Name the trigger. Say that a place of business has been established in India and that Section 380 is attracted.
3State the time limit. Thirty days from establishment for the initial documents, and thirty days from any alteration for a return of alteration.
4List the documents asked for in the facts. Match each to its clause, for example the authorised person resident in India is clause (d).
5Apply Section 384 for continuing duties. Mention debentures (Section 71), annual return (Section 92), CSR (Section 135), charges (Chapter VI), books of account (Section 128, limited) and investigation (Chapter XIV), as the question requires.
6For books of account, restrict the answer to Indian business, kept at the principal place of business in India, with the 8-year retention under Section 128(5).
7Conclude clearly. Say what the company must do, by when, and what the default consequence is, if the facts ask.

Quickest way: 30-day and 8-item shortcut

When to use it: Use this when a question gives a short fact pattern and asks what a foreign company must file or by when.

Underline the date the place of business was established.
Add 30 days. This is the deadline for the Section 380(1) documents.
Run through the eight items (a) to (h) and tick off which the facts mention.
If anything changed later, add a second 30-day deadline from the change.
Write one line each on the six Section 384 duties: debentures, annual return, CSR, charges, books, investigation.

Common mistakes in Place of Business of Foreign Company under Companies Act

Saying the documents are due within 30 days of incorporation of the foreign company.
Students link all 30-day deadlines to incorporation, as with many domestic filings.
Fix: Section 380(1) runs from the establishment of the place of business in India. Write that phrase in your answer.
Forgetting to mention the person resident in India authorised to accept service.
Students remember the charter and address documents but skip clause (d).
Fix: Learn the list as (a) to (h) and always include the authorised person, who is the legal contact for notices.
Stating that the foreign company must keep all its global books in India under Section 128.
Students copy the general rule of Section 128(1) without reading Section 384(3).
Fix: Say Section 128 applies only to books on monies received and spent, sales and purchases, and assets and liabilities in its Indian business, at its principal place of business in India.
Quoting the old penalty of imprisonment under Section 128(6).
Older material and books still carry the pre-2020 text.
Fix: Use the current text: fine of not less than ₹50,000 but up to ₹5,00,000, with no imprisonment.
Ignoring the return of alteration when documents change.
Students treat registration as a one-time event.
Fix: Under Section 380(3), file a return of alteration in the prescribed form within 30 days of each alteration.
Mixing Section 380 with Section 384.
Both deal with foreign companies and appear in the same chapter.
Fix: Section 380 is the entry filing. Section 384 applies ongoing provisions on debentures, annual return, CSR, charges, books and investigation.

Worked examples

Example 1

Zenith Motors GmbH, a company incorporated in Germany, opened a sales office in Pune on 1 March. It has not filed anything with the Registrar. Advise it on the documents to be delivered and the time limit under the Companies Act, 2013.

Show the solution

Provision: Section 380(1) requires every foreign company to deliver specified documents to the Registrar for registration within thirty days of establishing its place of business in India.
Facts: Zenith is incorporated outside India and has set up a sales office in Pune on 1 March. This is a place of business in India.
Deadline: Thirty days from 1 March ends on 31 March.
Documents: a certified copy of its charter, statutes or memorandum and articles, with a certified English translation if the instrument is in German; the full address of its registered or principal office; a list of directors and secretary with prescribed particulars; the name and address of at least one person resident in India authorised to accept service of process and notices; the full address of its principal place of business in India (the Pune office); particulars of any earlier opening or closing of a place of business in India; a declaration that no director or authorised representative has been convicted or debarred from company formation and management in India or abroad; and any other prescribed information.
Later changes: if any of these documents alters, Zenith must file a return of alteration in the prescribed form within thirty days of the alteration (Section 380(3)).

Answer: Zenith Motors GmbH must deliver the documents listed in Section 380(1)(a) to (h) to the Registrar by 31 March, which is thirty days from establishing its Pune office on 1 March. It must also file a return of any later alteration within thirty days.

Example 2

Explain how Section 128 on books of account applies to a foreign company with a place of business in India. For how long must books be kept, and who is liable for default?

Show the solution

Provision: Section 384(3) applies Section 128 to a foreign company only to a limited extent.
Scope: the foreign company must keep at its principal place of business in India the books of account referred to in Section 128, relating to monies received and spent, sales and purchases made, and assets and liabilities, in the course of or in relation to its business in India.
Retention: under Section 128(5), books of account for not less than eight financial years immediately preceding a financial year, or for all preceding years if the company has existed for less than eight years, together with relevant vouchers, must be kept in good order. If an investigation has been ordered under Chapter XIV, the Central Government may direct a longer period.
Inspection: Section 128(3) allows any director to inspect books maintained in India during business hours.
Default: under Section 128(6), the managing director, the whole-time director in charge of finance, the Chief Financial Officer or any other person charged by the Board with the duty is punishable with fine of not less than ₹50,000, extending to ₹5,00,000.

Answer: A foreign company must keep books on its Indian transactions at its principal place of business in India. It must retain them with vouchers for at least eight financial years. On default, the responsible officers face a fine of ₹50,000 to ₹5,00,000.

Exam tips

Write the section number with the rule. For example, cite Section 380(1) for documents, Section 380(3) for alteration and Section 384(3) for books.
Learn the eight documents of Section 380(1) as a list. Examiners often ask you to list them or to find the missing one.
When the question mentions books of account, always say the duty is limited to Indian business and kept at the principal place of business in India.
Use current penalty figures. Write the fine for Section 128 default as ₹50,000 to ₹5,00,000, with no imprisonment.
End each answer with a clear conclusion that states what the company must do and by when.

Practice questions from Setting up of Branch Office, Liaison Office and Wholly Owned Subsidiary by Foreign Company

Place of Business of Foreign Company under Companies Act in other exams

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

Place of Business of Foreign Company under Companies Act: frequently asked questions

Within how many days must a foreign company file documents after setting up a place of business in India?

It must deliver the documents to the Registrar within thirty days of establishing its place of business in India, under Section 380(1). Any alteration in those documents must be reported by a return within thirty days of the alteration.

Does a foreign company have to keep all its books of account in India?

No. Section 384(3) applies Section 128 only to books on monies received and spent, sales and purchases, and assets and liabilities in its Indian business. These are kept at its principal place of business in India.

Does a foreign company have to file an annual return in India?

Yes. Section 384(2) applies Section 92 to a foreign company as it applies to an Indian company, subject to exceptions, modifications and adaptations made by rules. Check the rules for the exact form and timing.

Who must be named as the authorised person in India?

The foreign company must give the name and address of one or more persons resident in India who are authorised to accept service of process and notices on its behalf. This is Section 380(1)(d).