Strategic Management and Corporate Finance · Foreign Funding - Instruments, Laws and Procedures

Foreign Companies under the Companies Act, 2013

Updated 11 October 2026 · Fact-checked

A foreign company is a body corporate incorporated outside India that has a place of business in India. Chapter XXII of the Act makes it file its charter documents within thirty days, file accounts every calendar year, accept service through an Indian resident, and allows it to be wound up as an unregistered company.

Understand Foreign Companies under the Companies Act, 2013

A foreign company is a body corporate incorporated outside India. It sets up a place of business in India, by itself or through an agent, physically or electronically, and conducts business activity in India. The Act lets it operate here but puts it under the supervision of the Registrar, so that Indian creditors and regulators can reach it.

Think of it as a visitor's register. The company must first tell the Registrar who it is (section 380). It must then report its finances each year (section 381). It must name a person in India who can receive legal papers (sections 380 and 383). If it shuts down or disappears abroad, Indian law can still wind up its Indian affairs (section 376).

The regulator also keeps its powers. Section 228 applies the Chapter on inspection, inquiry and investigation to foreign companies, with the changes needed for the context (mutatis mutandis). Section 391 applies the prospectus rules of sections 34 to 36 to a foreign company's prospectus and to Indian Depository Receipts. It also applies Chapter XX to closure of a place of business where the company has raised money through securities under this Chapter that remains unpaid, subject to section 376.

For CS Professional, tie this to foreign funding. A foreign company raising money in India through a prospectus or IDRs is not outside Indian law. It must register, report and remain reachable.

In the exam, give the section, the time limit, who must act, and the consequence. Those four points carry most of the marks.

Key rules to remember

Section 380(1): documents on establishing a place of business: Deliver to the Registrar within 30 days of establishing a place of business in India; Includes certified charter or memorandum and articles (with English translation if needed), address of registered or principal office, list of directors and secretary, name and address of one or more India-resident persons authorised to accept service, address of principal place of business in India, particulars of earlier opening and closing of a place of business in India, and a declaration on no conviction or debarment of directors or the authorised representative.
Section 380(3): alterations: Return of alteration within 30 days of the alteration, in the prescribed form; Applies to any change in the documents already delivered.
Section 381(1): annual accounts: In every calendar year: prepare balance sheet and profit and loss account in the prescribed form, and deliver a copy to the Registrar; The Central Government may by notification exempt or modify the requirement under clause (a) for a company or class of companies.
Section 381(2) and (3): translation and list of places: Non-English documents need a certified English translation; send a list of all places of business in India as at the balance sheet date; The list goes with the documents under sub-section (1) and is in the prescribed form.
Section 383: service: Service is deemed sufficient if addressed to a person named under section 380 and left at, or posted or electronically sent to, the address delivered to the Registrar; Protects the Indian claimant.
Section 376: winding up: A body corporate incorporated outside India that has carried on business in India and ceases to do so may be wound up as an unregistered company, even if dissolved abroad; Wound up under Part of the Act dealing with unregistered companies.
Section 228 and section 391: Section 228: inspection, inquiry and investigation provisions apply mutatis mutandis. Section 391: sections 34 to 36 apply to a foreign company's prospectus and to IDRs; Section 391(2) also applies Chapter XX for closure of a place of business where securities money raised is unpaid, subject to section 376.

How to solve Foreign Companies under the Companies Act, 2013 questions

Use this sequence for any case question on foreign companies.

1Identify whether the entity is incorporated outside India and has a place of business in India. If yes, it is a foreign company.
2Find the trigger: setting up a place of business, a year ending, an alteration, service of a notice, an inquiry, a prospectus or IDR issue, or closure.
3Match the trigger to the section: 380, 381, 383, 228, 391 or 376.
4State the rule with its time limit and the person who must act.
5Apply the facts: count days, check the calendar year, check whether the person served was the one named to the Registrar.
6Check for exemptions, such as the Central Government's power to modify accounts requirements under section 381.
7Conclude clearly: compliant or not, valid service or not, winding up possible or not.
8Add a practical point such as filing the prescribed form or keeping the authorised representative's address current.

Quickest way: Trigger-to-section map

When to use it: Use when time is short and the question names a single event.

Write the trigger: new place of business, year-end, change, notice, investigation, issue, or exit.
Write the section next to it: 380, 381, 380(3), 383, 228, 391, 376.
Write the deadline or condition: 30 days, every calendar year, address on record, mutatis mutandis.
Apply the facts in two or three lines and give a one-line conclusion.

Common mistakes in Foreign Companies under the Companies Act, 2013

Saying accounts are due in the financial year or within a fixed period after year-end.
Students carry over Indian company rules on financial years and AGMs.
Fix: Section 381 says every calendar year. Do not add a deadline that the text does not state.
Confusing the 30 days for registration with the 30 days for alterations.
Both use the same number.
Fix: Section 380(1): 30 days from establishing the place of business. Section 380(3): 30 days from the alteration.
Saying a foreign company cannot be wound up once dissolved in its home country.
Students assume dissolution ends all liability.
Fix: Section 376 allows winding up as an unregistered company despite dissolution abroad, if it carried on business in India and ceased to do so.
Treating service on any employee as valid service.
Students ignore the Registrar record.
Fix: Section 383 deems service sufficient when addressed to a person whose details were delivered under section 380 and sent to the address on record.
Omitting the list of places of business and the English translation.
Students remember only the balance sheet and profit and loss account.
Fix: List section 381(2) and (3) items: certified English translation and the list of all places of business in India.
Quoting section numbers loosely, such as citing section 396 for foreign company filings.
Memory slips between neighbouring sections.
Fix: Learn the five anchors: 376, 380, 381, 383, 228. If unsure, state the rule without a number.

Worked examples

Example 1

Zenith Holdings Inc., incorporated in Delaware, opens a liaison office in Pune on 1 March. It files nothing with the Registrar until 10 May. Advise on compliance and list the documents it should have delivered.

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) requires delivery to the Registrar within thirty days of establishing the place of business.
Excluding the day of establishment, thirty days from 1 March ends on 31 March (1 March + 30 days = 31 March). Filing on 10 May is late.
The documents: certified charter or memorandum and articles (with certified English translation if not in English); address of the registered or principal office; list of directors and secretary; name and address of one or more India-resident persons authorised to accept service; address of the principal place of business in India; particulars of earlier opening or closing of places of business in India; declaration on no conviction or debarment; and other prescribed information.
Practical point: file the prescribed forms with the Registrar and keep the authorised person's details current.

Answer: Zenith defaulted on section 380(1) because the thirty-day period ended on 31 March. It should deliver the listed documents immediately and file a return under section 380(3) within thirty days of any later change.

Example 2

Ravi Textiles Ltd. sues Nordic Fabrics AS, a foreign company with a Chennai place of business. The notice is sent by post to the address of an authorised person that Nordic had delivered to the Registrar under section 380. Nordic says the notice is invalid because its Chennai manager did not receive it. Decide.

Show the solution

Section 383 governs service of process, notices and other documents on a foreign company.
Service is deemed sufficient if the document is addressed to a person whose name and address were delivered to the Registrar under section 380.
It must be left at, or sent by post or electronically to, the address so delivered.
Here the notice was addressed to the registered authorised person and posted to the address on record, so the condition is met.
Receipt by the Chennai manager is not required by the section.

Answer: The service is deemed sufficient under section 383, so Nordic's objection fails. Nordic should keep its authorised person's details updated through a return under section 380(3).

Exam tips

Write the section number with each rule, but only the ones you are sure of: 376, 380, 381, 383, 228 and 391.
Show day counting for the 30-day rules in numbers, then conclude.
Use the same layout every time: provision, facts, conclusion, then a practical drafting or filing point.
Link to foreign funding when the facts mention a prospectus or IDRs: section 391 applies sections 34 to 36.
Mention the Central Government's power to exempt or modify accounts requirements when the facts suggest a class of companies.

Practice questions from Foreign Funding - Instruments, Laws and Procedures

Foreign Companies under the Companies Act, 2013 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 under the Companies Act, 2013: frequently asked questions

What is a foreign company under the Companies Act, 2013?

It is a body corporate incorporated outside India that has a place of business in India and carries on business activity here. Chapter XXII governs it. It must register documents with the Registrar and follow the reporting rules.

When must a foreign company file accounts under section 381?

Every calendar year it must prepare a balance sheet and profit and loss account in the prescribed form and deliver a copy to the Registrar. A certified English translation is needed if documents are in another language. A list of all Indian places of business must go with them.

Can a foreign company be wound up in India after it is dissolved abroad?

Yes. Under section 376, a body corporate incorporated outside India that has carried on business in India and has ceased to do so may be wound up as an unregistered company. Dissolution in its home country does not prevent this.

How are documents served on a foreign company under section 383?

A document is deemed sufficiently served if addressed to a person whose name and address were delivered to the Registrar under section 380. It can be left at or posted to that address, or sent by electronic mode.