Section 380 Companies Act: Documents, etc., to be delivered to Registrar by foreign companies

Section 380 of Companies Act: Corporate Governance & Statutory Compliance

Official Bare Act Text

Override / Mandate Mens Rea (Intent) Actus Reus (Conduct) Punishment Limitation Monetary

1. Every foreign company shall, within thirty days of the establishment of its place of business in India, deliver to the Registrar for registration—

a. a certified copy of the charter, statutes or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company and, if the instrument is not in the English language, a certified translation thereof in the English language;

b. the full address of the registered or principal office of the company;

c. a list of the directors and secretary of the company containing such particulars as may be prescribed;

d. the name and address or the names and addresses of one or more persons resident in India authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company;

e. the full address of the office of the company in India which is deemed to be its principal place of business in India;

f. particulars of opening and closing of a place of business in India on earlier occasion or occasions;

g. declaration that none of the directors of the company or the authorized representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; and

h. any other information as may be prescribed.

2. Every foreign company existing at the commencement of this Act shall, if it has not delivered to the Registrar before such commencement, the documents and particulars specified in sub-section (1 ) of section 592 of the Companies Act, 1956, continue to be subject to the obligation to deliver those documents and particulars in accordance with that Act.

3. Where any alteration is made or occurs in the documents delivered to the Registrar under this section, the foreign company shall, within thirty days of such alteration, deliver to the Registrar for registration, a return containing the particulars of the alteration in the prescribed form.

Statutory Defined Terms in this Section: (Click any term for official legal definition)

Company Sec 2(20) Director Sec 2(34) Tribunal Sec 2(90)

Legal Commentary & Landmark Judgments: Section 380

Section 380 mandates that every foreign company establishing a place of business in India must deliver to the Registrar of Companies within thirty days statutory founding documents, registered office particulars, director credentials, and details of resident authorized agents.

Thirty-Day Delivery Mandate: Compels foreign companies establishing an Indian place of business to submit constituent charters (charter, statutes, memorandum, articles) translated into English to the Registrar within 30 days of establishment.
Mandatory Form FC-1 Disclosures: Requires disclosure of the full address of the principal office abroad, the principal place of business in India, particulars of directors and secretaries, and at least one resident person authorized to accept service of legal process and notices.
Reporting of Structural Alterations: Under Section 380(3), any alteration in the charter, registered office, directorship, or authorized Indian representatives must be reported to the Registrar in Form FC-2 within thirty days of the modification.

Key Landmark Precedents:

Tovarishestvo Manu-Factur Liudvig-Rabenek, In re, [1944] Ch. 404: Held that establishing a place of business requires carrying on business from a localized base, and non-delivery of statutory founding documents forfeits the foreign company's standing to claim corporate immunities.
Devendra Kumar Jain v. Polar Forgings & Tools Ltd., (1993) 76 Comp Cas 16 (Del): Affirmed that statutory compliance by a foreign company under filing provisions is mandatory, and failure to notify the Registrar of constituent charters renders Indian operations vulnerable to penal prosecution.

Courtroom Practice & Strategic Litigation Guidance:

In cross-border litigation or execution proceedings against a foreign company, requisition certified copies of Form FC-1 from the Registrar of Companies (CRC/New Delhi). Verify that the resident authorized agent named in Form FC-1 is actively residing in India; service on this representative constitutes unimpeachable personal service under Section 383.

Section 380: Documents, etc., to be delivered to Registrar by foreign companies

Section 380 of Companies Act: Corporate Governance & Statutory Compliance

Legal Commentary & Landmark Judgments: Section 380