Section 382 Companies Act: Display of name, etc., of foreign company

Section 382 of Companies Act: Corporate Governance & Statutory Compliance

Official Bare Act Text

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

Every foreign company shall:—

a. conspicuously exhibit on the outside of every office or place where it carries on business in India, the name of the company and the country in which it is incorporated, in letters easily legible in English characters, and also in the characters of the language or one of the languages in general use in the locality in which the office or place is situate;

b. cause the name of the company and of the country in which the company is incorporated, to be stated in legible English characters in all business letters, billheads and letter paper, and in all notices, and other official publications of the company; and

c. if the liability of the members of the company is limited, cause notice of that fact—

i. to be stated in every such prospectus issued and in all business letters, bill-heads, letter paper, notices, advertisements and other official publications of the company, in legible English characters; and

ii. to be conspicuously exhibited on the outside of every office or place where it carries on business in India, in legible English characters and also in legible characters of the language or one of the languages in general use in the locality in which the office or place is situate.

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 382

Section 382 imposes an affirmative obligation on every foreign company to conspicuously exhibit its name, country of incorporation, and limited liability status outside every office or place of business in India and on all business letters, notices, and official publications.

Conspicuous Physical Exhibition: Requires the foreign company to display its name and country of incorporation in legible English and local regional language characters outside every office, branch, or place where it carries on business in India.
Mandatory Inclusion in Commercial Documents: Mandates that all billheads, letterheads, notices, invoices, official publications, and transactional stationery state the corporate name, country of incorporation, and whether members' liability is limited.
Strict Liability Enforcement: Failure to exhibit or misrepresentation of limited liability status constitutes a statutory infraction attracting immediate monetary penalties under Section 392 without requiring proof of fraudulent intent.

Key Landmark Precedents:

Penrose v. Martyr, (1858) EB & E 499: Established that corporate identification and disclosure of limited liability on commercial documents is an absolute statutory duty intended to protect creditors and commercial counterparties from misapprehension.
Atkins & Co. v. Wardle, (1889) 58 LJ QB 377: Held that failure to state the precise corporate name and limited liability designation on bills and commercial correspondence renders the officers personally liable to contracting parties.

Courtroom Practice & Strategic Litigation Guidance:

In contract enforcement or recovery suits against foreign corporate entities, scrutinize all pre-contractual emails, purchase orders, and invoices. If the foreign entity omitted its country of origin or limited liability status, raise this non-compliance in pleadings to counter any preliminary defense of extraterritorial jurisdictional immunity.

Section 382: Display of name, etc., of foreign company

Section 382 of Companies Act: Corporate Governance & Statutory Compliance

Legal Commentary & Landmark Judgments: Section 382