Section 380 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.
Section 380 requires every foreign company to deliver a set of documents and particulars to the Registrar within thirty days of establishing a place of business in India. The filing is made on Form FC-1. Any later change in those documents must be reported within thirty days of the alteration.
A foreign company must, within thirty days of establishing its place of business in India, deliver to the Registrar its charter or memorandum and articles (with an English translation if needed), its registered office address, a list of directors and secretary, the name and address of one or more persons resident in India authorised to accept service, its principal place of business in India, history of earlier places of business, and a declaration on convictions and debarment. Changes must be filed within thirty days of the alteration.
Who is a "foreign company", and why section 380 applies
Section 379(1) says that sections 380 to 386 (both inclusive) and sections 392 and 393 apply to all foreign companies. Section 379(2), as renumbered in 2018, adds that where not less than fifty per cent. of the paid-up share capital of a foreign company is held by Indian citizens or Indian companies or bodies corporate (singly or together), it must comply with the Chapter and such other provisions of the Act as are prescribed as if it were an Indian company. A foreign company that sets up a branch or other place of business in India therefore starts with section 380. For how the filing fits into setting up a branch, see FC-1: foreign company registration guide and establishment of a branch office of a foreign company.
If you are planning a place of business in India, our foreign company filing team can help you prepare the document set and the Registrar filing.
Section 380(1): the eight items
The filing must be made within thirty days of the establishment of its place of business in India.
| Clause | Document or particular |
|---|---|
| (a) | Certified copy of the charter, statutes or memorandum and articles, or other instrument constituting or defining the company's constitution; a certified English translation if the instrument is not in English |
| (b) | Full address of the registered or principal office of the company |
| (c) | List of the directors and secretary, with prescribed particulars |
| (d) | Name and address of one or more persons resident in India authorised to accept, on the company's behalf, service of process and notices or other documents |
| (e) | Full address of the office 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 occasions |
| (g) | Declaration that none of the company's directors or its authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad |
| (h) | Any other information as may be prescribed |
Points to note
- The instruments in (a) must be certified copies. A translation must be certified as well, where the original is not in English.
- The persons in (d) must be residents of India. Section 380 does not itself say anything about their qualifications beyond residence and authority to accept service. Further provisions on service of documents are in the sections that follow.
- The declaration in (g) covers both directors and the authorised representative in India, and it speaks of conviction or debarment "in India or abroad".
- Clause (f) asks for the history of opening and closing of places of business in India on earlier occasions, so a company that closed and is re-entering must disclose that.
Form FC-1 is the form on which this set is filed with the Registrar. Attachments, fee and signing requirements are as prescribed in the rules, so check the current rules and form instructions before filing.
Section 380(2): companies that existed before the Act
A foreign company existing at the commencement of the 2013 Act that had not delivered to the Registrar, before that commencement, the documents and particulars in section 592(1) of the Companies Act, 1956, continues to be subject to the obligation to deliver them under that Act.
Section 380(3): reporting changes
Where any alteration is made or occurs in the documents delivered under section 380, the foreign company shall, within thirty days of the alteration, deliver to the Registrar a return with the particulars of the alteration in the prescribed form. Examples include a change in directors, a change of the authorised person for service, an amendment to the charter, or a change of the Indian principal place of business.
| Event | Time limit in the text |
|---|---|
| Delivery of documents on establishing a place of business | Within 30 days of establishment |
| Return of alteration in those documents | Within 30 days of the alteration |
Why it matters
Sections 392 and 393 deal with penalties and the validity of contracts for foreign companies, and sections 381 onward impose accounts and other requirements. Filing on time also fixes who can be served in India, which helps creditors and regulators. A missing or inaccurate declaration under clause (g) can raise its own questions. Our foreign company filing team can help a company run a pre-filing checklist.
Need help with a foreign company filing?
If your group is opening a branch or other place of business in India and the Registrar filing is on your list, getting the certified documents, the authorised person and the declaration in order first saves time. Our foreign company filing team can walk you through the documents and deadlines.
Key takeaways
- File within thirty days of establishing a place of business in India, on FC-1.
- Provide the charter or memorandum and articles, certified, with an English translation if needed.
- Name at least one India-resident person authorised to accept service.
- Give the declaration on convictions and debarment for directors and the authorised representative.
- Report any change to these documents within thirty days of the alteration.
Read next
- Accounts of a foreign company: section 381
- Winding up of unregistered companies: sections 375–377
- FC-3: foreign company annual accounts filing guide
- Foreign company annual filing requirements in India
Disclaimer: Based on the Companies Act, 2013 as amended up to 1 April 2021 (official consolidated text), read with later developments noted in the article; proposals in the Corporate Laws (Amendment) Bill, 2026 are pending and not law as on 30 September 2026. Verify current notifications and rules before acting.