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CA Intermediate · Corporate and Other Laws · Companies Incorporated Outside India

Zephyr Textiles Inc., a company incorporated in Vietnam, sets up a liaison office in Chennai and, for the first time, establishes a place of business in India. Under the Companies Act, 2013, what is the correct position regarding the filing of documents for such a foreign company?

A foreign company establishing a place of business in India must deliver the prescribed documents to the Registrar within 30 days. These include a certified copy of its charter or constitution and its foreign registered office address. Incorporation abroad gives no exemption, and filing does not depend on profit or conversion.

  1. AIt need not file anything because it is incorporated outside India
  2. BIt must deliver to the Registrar the prescribed documents, such as a certified copy of its charter or constitution and the address of its registered office, within 30 days of establishing the place of businessCorrect
  3. CIt must file the documents only after it earns its first profit in India
  4. DIt must apply for conversion into an Indian company before establishing the place of business

Explanation

A foreign company establishing a place of business in India must deliver to the Registrar, within 30 days of establishment, the charter/statutes/memorandum and articles (certified copy, translated if not in English), the full address of its registered office abroad, list of directors and secretary, and the name and address of a resident authorised to accept service. It is not exempt merely for being incorporated abroad, and the filing is not tied to profit or conversion.

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