Rules 1 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
A foreign company that sets up a place of business in India has to register its documents with the Registrar. Rules 1 to 3 of the Registration of Foreign Companies Rules cover the definitions (including "electronic mode"), the list of directors and secretary, and the FC-1 filing within thirty days, with FC-2 for later changes. This article states them as amended up to G.S.R. 491(E) dated 12 August 2024 (in force 9 September 2024) per the MCA e-book, with that amendment applied from the notification. Later amendments should be checked. For the filings themselves, see our foreign company filing service.
Within thirty days of establishing a place of business in India, a foreign company files Form FC-1 with the Registrar, Central Registration Centre, with the documents under section 380(1), a list of directors and secretary with the particulars in rule 3(2), and an attested copy of the Reserve Bank of India approval (and other regulators' approvals, if any) or a declaration that no approval is required. Alterations are filed in Form FC-2 within thirty days. Rule 2 defines electronic mode for section 2(42). See our post on section 380.
Rule 1: title and commencement
The rules were notified as G.S.R. 266(E) on 31 March 2014 under sections 380, 381, 385, 386, 389 and 390 read with section 469, in supersession of the Companies (Central Government's) General Rules and Forms, 1956 on matters covered, and came into force on 1 April 2014. The 1956 rules are quoted as printed; check the current law.
Rule 2: definitions
Rule 2(1) defines "Act", "Annexure", "fees" (as in the Registration Offices and Fees Rules, 2014), "Form" or "e-Form", "Schedule" (of the Act) and "section". The definition that matters most is clause (c): for section 2(42), "electronic mode" means carrying out electronically based activity, whether the main server is installed in India or not, including, but not limited to:
- business to business and business to consumer transactions, data interchange and other digital supply transactions;
- offering to accept, inviting or accepting deposits or subscriptions in securities, in India or from citizens of India;
- financial settlements, web based marketing, advisory and transactional services, database services and products, supply chain management;
- online services such as telemarketing, telecommuting, telemedicine, education and information research; and
- all related data communication services,
whether conducted by e-mail, mobile devices, social media, cloud computing, document management, voice or data transmission or otherwise.
An Explanation, inserted in 2021, says that electronic based offering of securities, subscription of them or listing of securities in the International Financial Services Centres set up under section 18 of the Special Economic Zones Act, 2005 shall not be construed as "electronic mode" for section 2(42). The e-book prints the Explanation before the list of five items; it belongs to clause (c) as a whole. The 2005 Act is quoted as printed; check the current law. The same five categories appear in rule 3 of the Registration Offices and Fees Rules; see our article on rules 1 to 6 of those rules. Sub-rule (2) says words not defined but defined in the Act or the Specification of Definitions Details Rules carry those meanings.
Rule 3(1) and (2): the list of directors and secretary
Sub-rule (1). Every foreign company shall, within thirty days of establishment of its place of business in India, in addition to the particulars in section 380(1), also deliver to the Registrar for registration a list of directors and Secretary.
Sub-rule (2). The list of directors and secretary (or equivalent, by whatever name called) contains, for each person:
| Clause | Particular |
|---|---|
| (a) | Personal name and surname in full |
| (b) | Any former name or names and surname or surnames in full |
| (c) | Father's name or mother's name or spouse's name (substituted by G.S.R. 36(E) of 20 January 2023; the earlier text said "and") |
| (d) | Date of birth |
| (e) | Residential address |
| (f) | Nationality |
| (g) | If the present nationality is not the nationality of origin, the nationality of origin |
| (h) | Passport number, date of issue and country of issue (details of all passports if more than one) |
| (i) | Income-tax permanent account number (PAN), if applicable |
| (j) | Occupation, if any |
| (k) | Whether director of any other Indian company, with DIN, name and CIN of that company |
| (l) | Other directorship or directorships held |
| (m) | Membership number (for the Secretary only) |
| (n) | E-mail ID |
For tax matters connected with a PAN, see our income-tax guides.
Rule 3(3): FC-1 and the approvals
A foreign company shall, within thirty days of the establishment of its place of business in India, file Form FC-1 with the Registrar, Central Registration Centre, with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014, and with the documents required to be delivered for registration under section 380(1). The application is also supported with:
- an attested copy of approval from the Reserve Bank of India under the Foreign Exchange Management Act or its regulations, and from other regulators, if any approval is required by such company to establish a place of business in India; or
- a declaration from the authorised representative of the foreign company that no such approval is required.
The words "Registrar, Central Registration Centre" replaced "registrar" by G.S.R. 491(E) of 12 August 2024, in force 9 September 2024. The same notification adds a proviso to rule 8(1), covered in our article on rules 6 to 8. Forms FC-1 to FC-4 were also substituted from 23 January 2023 (a form change). For fees, see our articles on rule 12 and Annexure item I and Annexure items II to VI.
Rule 3(4): FC-2 for alterations
Where any alteration is made or occurs in the documents delivered to the Registrar under section 380(1), the foreign company files a return in Form FC-2, with the fee as provided in the Fees Rules, containing the particulars of the alteration, within thirty days from the date on which the alteration was made or occurred. A change of director or secretary falls within this, since the list of directors and secretary is part of the delivered documents. Read the sub-rule with section 380 for the full list of documents.
Example
Pacifica Software Inc., incorporated outside India, opens a liaison office in India. Within thirty days it files Form FC-1 with the Registrar, Central Registration Centre, with the section 380(1) documents, a list of its directors and its secretary with all the rule 3(2) particulars, the attested RBI approval (or, if none is required, a declaration from its authorised representative) and the fee under the Fees Rules. Six months later it appoints a new director; within thirty days of the appointment it files Form FC-2.
Need help registering a foreign company?
The FC-1 application depends on the approvals, the director particulars and the section 380 documents being consistent. For help with the whole set, see our foreign company filing service.
Key takeaways
- FC-1 within thirty days of establishing a place of business in India, to the Registrar, Central Registration Centre.
- A list of directors and secretary with the rule 3(2) particulars goes with it.
- The RBI approval (and other regulators' approvals) is attested, or the authorised representative declares none is required.
- Alterations are filed in FC-2 within thirty days.
- "Electronic mode" has five categories, and IFSC offerings and listings are excluded.
Read next
- Rules 4 and 5: financial statements, FC-3 and audit
- Rules 6 to 8: places of business, FC-4 and delivery
- How to file Form FC-1: foreign company information
- Sections 379 to 393: foreign companies
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.