Rules 9 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.
Registering a foreign company means delivering its constitutional documents, and the rules insist on proof that they are genuine and in English. Rule 9 says how copies are certified, with different routes for countries outside the Commonwealth, countries within it and countries party to the Hague Apostille Convention. Rule 10 deals with translations. Rule 11 lists documents annexed to a prospectus. Rule 12 deals with those who pose as a registered foreign company. 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; later amendments should be checked. Several old Acts and conventions are named; they are quoted as printed and the current law should be checked. For help, see our legal consultation service.
A copy of a foreign company's charter, statutes, memorandum and articles or similar instrument must be certified as a true copy by a Government official, a notary or a company officer, with authentication or an apostille depending on where it is incorporated. Altered documents are certified the same way. Every document filed must be in English, or carry a certified English translation. Anyone trading as a registered foreign company without being registered is liable for investigation under section 210.
Rule 9: certification of constitutional documents
The rule covers a copy of any charter, statutes, memorandum and articles, or other instrument constituting or defining the constitution of a foreign company. It must be certified a true copy as follows.
| Place of incorporation | Who certifies | Further authentication |
|---|---|---|
| (1) Outside the Commonwealth | (a)(i) an official of the Government in whose custody the original is; (ii) a Notary (Public) of that country; or (iii) an officer of the company | The signature or seal of the official, or the notary's certificate, is authenticated by a diplomatic or consular officer empowered under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 or, where there is no such officer, by an official named in section 6 of the Commissioners of Oaths Act, 1889 or in any relevant Act. The company officer's certificate is signed before a person with authority to administer an oath under those provisions, and the status of that person is authenticated by an official specified in section 6 of the 1889 Act or a relevant Act. |
| (2) In any part of the Commonwealth | (a) an official of the Government in whose custody the original is; (b) a Notary (Public) in that part of the Commonwealth; or (c) an officer of the company, on oath before a person with authority to administer an oath in that part of the Commonwealth | None further is printed. |
| (4) Outside the Commonwealth but party to the Hague Apostille Convention, 1961 | (a) an official of the Government in whose custody the original is, duly apostillised; (b) the list of directors and the secretary, and the name and address of persons resident in India authorised to accept notice, notarised and apostillised in the country of origin; (c) the signatures and address on the Memorandum of Association and proof of identity, where required, of foreign nationals seeking to register a company in India, notarised before the notary of the country of origin and apostillised | The apostille is under the Hague Convention. |
Sub-rule (3): any altered document delivered to the Registrar is also certified in the manner above.
The Acts of 1948 and 1889 and the 1961 Convention are quoted as printed; check the current law and the current status of your country under the Convention before choosing the route.
A practical reading: first find which of the three routes your country of incorporation falls into. A company incorporated in a Hague Apostille country follows sub-rule (4), which also covers the director list, the persons authorised to accept notice in India and the memorandum signatures. A company in another non-Commonwealth country follows sub-rule (1). A company in the Commonwealth follows sub-rule (2). The rule does not say which rule prevails if a country is both in the Commonwealth and a party to the Convention; read each sub-rule by its own words and seek advice if your country fits more than one.
Rule 10: translations
Sub-rule (1). All documents filed with the Registrar by foreign companies shall be in English. Where a document is not in English, a translation in English, duly certified to be correct in the manner given in these rules, is attached.
Sub-rule (2). A translation made outside India is authenticated by the signature and seal, if any, of (a) the official having custody of the original or (b) a Notary (Public) of the country or part of the country where the company is incorporated. A proviso adds that where the company is incorporated outside the Commonwealth, the signature or seal of the person so certifying is authenticated by a diplomatic or consular officer empowered under section 3 of the 1948 Act or, where there is none, by an official named in section 6 of the 1889 Act or a relevant Act.
Sub-rule (3). A translation made within India is authenticated by (a) an advocate, attorney or pleader entitled to appear before any High Court, or (b) an affidavit of a competent person who, in the opinion of the Registrar, has adequate knowledge of the language of the original and of English.
For the translated parent financial statements that go with accounts, see our article on rules 4 and 5.
Rule 11: documents annexed to a prospectus
The following documents are annexed to the prospectus:
- any consent to the issue of the prospectus required from any person as an expert;
- a copy of the contracts for appointment of a managing director or manager, and, if a contract is not in writing, a memorandum giving full particulars;
- a copy of any other material contracts, not entered into in the ordinary course of business but entered within the preceding two years;
- a copy of the underwriting agreement; and
- a copy of the power of attorney, if the prospectus is signed through a duly authorised agent of the directors.
The rule sits with the Act's provisions on a foreign company's prospectus; see our post on sections 386 to 389.
Rule 12: improper use of the foreign company description
If any person or persons trade or carry on business in any manner under any name, title or description as a foreign company registered under the Act or the rules, that person, or each of them, unless duly registered as a foreign company under the Act and rules, is liable for investigation under section 210 of the Act, and action consequent upon that investigation is taken against that person. The rule prints no fine or other penalty figure; the consequence it names is investigation and follow-up action. For the Act's investigation provisions, see our post on sections 206 to 212 and for offences and contracts, sections 392 and 393.
Example
Granite Holdings Pte., incorporated in a country that is a party to the Hague Apostille Convention, wants to register its place of business in India. Its charter and memorandum copies are certified as true copies by a Government official in whose custody the originals are and apostillised; its list of directors and secretary, and the name and address of its authorised persons in India, are notarised and apostillised; and the memorandum signatures are notarised and apostillised. Its articles are in another language, so it attaches an English translation authenticated by the notary of its country. Had the translation been made in India, it would be authenticated by an advocate entitled to appear before a High Court, or by an affidavit of a competent person acceptable to the Registrar.
Need help with certified and apostilled documents?
The route depends on the country of incorporation, and a document certified the wrong way has to be redone. For advice on the route and the papers, see our legal consultation service.
Key takeaways
- Constitutional documents are certified as true copies by a Government official, notary or company officer, with authentication or apostille by place of incorporation.
- Hague Apostille countries have a separate route covering directors, secretary, persons authorised to accept notice and memorandum signatures.
- Altered documents are certified in the same way.
- Documents must be in English or carry a certified English translation; the authentication route differs outside and inside India.
- Posing as a registered foreign company exposes a person to investigation under section 210.
Read next
- Rules 1 to 3: FC-1 and particulars of directors
- Rule 13(1)–(7): Indian Depository Receipts
- Sections 386 to 389: prospectus of a foreign company
- Sections 392 and 393: penalties and contract validity
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.