Drafting, Pleadings and Appearances · Documents under Companies Act, 2013

Section 380: Documents a Foreign Company Must Deliver to Registrar

Updated 11 October 2026 · Fact-checked

Under Section 380, every foreign company must deliver a set of documents to the Registrar within thirty days of establishing a place of business in India. These include the charter or constitution, the address of its registered office, a list of directors and secretary, and an India-resident person for service. Any later change must be filed within thirty days.

Understand Foreign Companies: Documents to be Delivered to Registrar (Section 380)

A foreign company is a company incorporated outside India that has a place of business in India, either by itself or through an agent. It is not an Indian company. So the law asks it to put its basic details on the Indian public record.

Section 380 does this. Once the foreign company establishes a place of business in India, the clock starts. It has thirty days to deliver the prescribed documents to the Registrar for registration. This gives the public and creditors a way to know who the company is and whom to approach.

The documents cover four things. First, its constitution: the charter, statutes, or memorandum and articles, with a certified English translation if needed. Second, where it is: the address of its registered or principal office abroad, and of its principal place of business in India. Third, who runs it: a list of directors and secretary. Fourth, who accepts legal papers in India: one or more persons resident in India authorised to accept service.

There are also history and integrity items. The company must give particulars of any earlier opening and closing of a place of business in India. It must declare that none of its directors or its authorised representative in India has ever been convicted or debarred from forming or managing companies, in India or abroad.

The duty continues after filing. If any document delivered changes, the company must file a return of the alteration within thirty days. Under Section 383, a notice or process is validly served if addressed to a person named under Section 380 and left at, or posted to, the delivered address, or sent by electronic mode. Section 381 adds a yearly duty to file accounts.

Key rules to remember

Time limit for initial filing: Within 30 days of establishing a place of business in India; Section 380(1). Deliver the documents to the Registrar for registration.
Documents under Section 380(1): (a) charter/statutes/MoA and AoA; (b) address of registered or principal office; (c) list of directors and secretary; (d) India-resident person(s) for service; (e) address of principal place of business in India; (f) earlier opening/closing of place of business; (g) declaration on conviction/debarment; (h) other prescribed information; Clauses (a) to (h). Learn them as constitution, addresses, people, service, history, declaration.
Translation rule: Instrument not in English → certified English translation; Section 380(1)(a).
Alteration return: Alteration in documents → return in prescribed form within 30 days; Section 380(3).
Service of documents: Served if addressed to the person named under Section 380 and left at or posted to the delivered address, or sent electronically; Section 383.
Annual accounts: Balance sheet and profit and loss account every calendar year, copy to Registrar, plus list of Indian places of business; Section 381. Central Government may notify exceptions or modifications.

How to solve Foreign Companies: Documents to be Delivered to Registrar (Section 380) questions

Use this method for any question on filing by a foreign company. Work from provision to facts to conclusion.

1Check that the company is a foreign company: incorporated outside India with a place of business in India.
2Fix the trigger date: the day the place of business in India was established. Count thirty days from it.
3List the documents required under Section 380(1)(a) to (h), tied to the facts given.
4Check each document against the facts: English translation, India-resident person for service, declaration on convictions, Indian address.
5Test for later events. If any filed document changed, apply Section 380(3) and the thirty-day limit.
6Add related duties if relevant: annual accounts under Section 381 and service under Section 383.
7Conclude clearly: what to file, by when, and how the company is exposed if it does not.

Quickest way: Constitution, Addresses, People, Service, History, Declaration

When to use it: Use when a question asks you to list or draft the documents a foreign company files, and time is short.

Write the 30-day rule and its trigger first.
Run through the six groups: constitution (with translation), addresses, directors and secretary, service agent, earlier history, declaration.
Match each group to the clause number.
Add one line on alteration within thirty days.
End with a one-line conclusion tied to the facts.

Common mistakes in Foreign Companies: Documents to be Delivered to Registrar (Section 380)

Counting thirty days from the date of incorporation abroad.
Students confuse it with Indian company rules that run from incorporation.
Fix: The period runs from the establishment of the place of business in India.
Omitting the person resident in India authorised to accept service.
It looks minor next to the charter and directors list.
Fix: Always list it. It is clause (d), and Section 383 service depends on it.
Forgetting the certified English translation.
Students assume foreign documents are filed as they are.
Fix: If the instrument is not in English, attach a certified translation.
Missing the declaration on convictions and debarment.
It sits at clause (g) and is easy to skip when reciting from memory.
Fix: State that no director or authorised representative in India has been convicted or debarred, in India or abroad.
Ignoring alterations after registration.
Students treat Section 380 as a one-time filing.
Fix: Any change in the delivered documents needs a return within thirty days under Section 380(3).
Mixing Section 380 with Section 381.
Both deal with filings by foreign companies.
Fix: Section 380 is the initial documents and changes. Section 381 is annual accounts.

Worked examples

Example 1

Zenith Holdings Ltd, incorporated in Singapore, opened a liaison office in Pune on 1 March. Advise on what it must deliver to the Registrar and by when.

Show the solution

Zenith is incorporated outside India and has a place of business in India, so it is a foreign company.
Section 380(1) applies. The trigger is 1 March, when the Pune place of business was established.
The documents are due within thirty days, that is by 31 March.
It must deliver a certified copy of its charter or memorandum and articles, with a certified English translation if not in English.
It must give the full address of its registered or principal office in Singapore and of its principal place of business in India (Pune).
It must give the list of directors and secretary, and the name and address of one or more persons resident in India authorised to accept service.
It must give particulars of any earlier opening or closing of a place of business in India, the declaration on convictions or debarment, and any other prescribed information.

Answer: Zenith must deliver the Section 380(1) documents to the Registrar within thirty days of 1 March, that is by 31 March, and later file any alteration within thirty days.

Example 2

Alpha GmbH, a German company, filed its Section 380 documents. Three months later its India-resident authorised person was replaced. A notice was sent to the old person's address. Is service valid, and what should Alpha have done?

Show the solution

The person authorised to accept service is part of the documents under Section 380(1)(d).
The replacement is an alteration in the documents delivered, so Section 380(3) applies.
Alpha had to deliver a return of the alteration in the prescribed form within thirty days of the change.
Under Section 383, service is sufficient if the notice is addressed to a person whose name and address were delivered under Section 380 and sent to that delivered address or electronically.
If Alpha did not file the return, the Registrar's record still shows the old person. A notice sent to that person at the delivered address is sufficiently served under Section 383.
Alpha cannot rely on the change that it did not file.

Answer: Service on the old person at the delivered address is sufficient under Section 383. Alpha should have filed a return of alteration within thirty days of the change under Section 380(3).

Exam tips

Write the thirty-day rule and its trigger in the first line. Examiners look for it.
Cite clause letters (a) to (h) when listing documents. It shows precision.
Use the facts: name the company, country and Indian city, and apply them to each clause.
Link Section 380 to Sections 381 and 383 in one line each when the question is about foreign company compliance.
In a drafting question, keep the covering letter short: state the Section, the company, the documents enclosed and the authorised person.

Practice questions from Documents under Companies Act, 2013

Foreign Companies: Documents to be Delivered to Registrar (Section 380) in other exams

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

Foreign Companies: Documents to be Delivered to Registrar (Section 380): frequently asked questions

What is the time limit under Section 380?

A foreign company must deliver the prescribed documents to the Registrar within thirty days of establishing its place of business in India. Any later alteration in those documents must be reported by a return within thirty days of the alteration.

What documents must a foreign company deliver to the Registrar?

It delivers a certified copy of its charter, statutes or memorandum and articles, its registered or principal office address, a list of directors and secretary, and an India-resident person for service. It also gives its principal Indian address, earlier place of business particulars, a declaration on convictions or debarment, and other prescribed information.

Do documents in a foreign language need translation?

Yes. If the constitutional instrument is not in English, a certified translation in English must accompany it. Section 381 has the same rule for accounts.

How does a foreign company differ from an Indian company?

A foreign company is incorporated outside India but has a place of business in India. An Indian company is incorporated in India under the Act. A foreign company must make the Section 380 filings to operate its Indian place of business on record.