MCA FAQs on foreign companies and Indian subsidiaries: FC-1 within 30 days, FC-2 for every RBI extension, apostille rule turns on the place of signing
The Ministry of Corporate Affairs has put out FAQs on registration of foreign companies and on Indian subsidiaries of foreign body corporates. They cover Forms FC-1 to FC-4, name reservation under rules 8 and 8A, the documents ROC-CRC expects, and when notarisation, apostille or consularisation is needed.
Key facts
- Published
- 24 August 2026
- Section
- Company Law
- What it is
- Clarified
- In force
- Clarificatory FAQs; no new requirement notified
- Who it affects
- Foreign companies with a branch, liaison or project office in India, foreign parents incorporating Indian subsidiaries, company secretaries and other professionals
In 30 seconds
- Form FC-1 is to be filed with the Registrar of Companies, CRC within 30 days of establishing a place of business in India.
- Later projects or changes go in Form FC-2; a fresh FC-1 is needed only if a new project creates a separate place of business.
- Every extension of RBI approval for a Liaison Office must be intimated in Form FC-2.
- Annual filings of a foreign company: Form FC-3 (annual accounts) and Form FC-4 (annual return).
- A 100% Indian subsidiary of a foreign entity is an Indian company, not a “foreign company” under section 2(42).
- For subscriber documents signed abroad, what matters is the place of signing, not the nationality of the signatory.
हिंदी में सार
MCA ने विदेशी कंपनियों और विदेशी कंपनियों की भारतीय सब्सिडियरी के पंजीकरण पर FAQs जारी किए हैं। भारत में कारोबार का स्थान बनने के 30 दिन के भीतर Form FC-1 भरना है; नए प्रोजेक्ट या RBI की मंज़ूरी के हर विस्तार की सूचना Form FC-2 से; सालाना FC-3 और FC-4। विदेश में साइन हुए दस्तावेज़ों पर notarisation/apostille का नियम साइन करने की जगह से तय होगा, व्यक्ति की राष्ट्रीयता से नहीं।
What the FAQs are
The Ministry of Corporate Affairs (MCA) has published a set of Frequently Asked Questions on registration of foreign companies and subsidiaries of foreign body corporates, on the MCA website. They are arranged as query-and-clarification tables.
Forms and due dates
| Query | MCA’s clarification |
|---|---|
| Registration | Form FC-1 with the Registrar of Companies, CRC within 30 days of establishment of a place of business in India, with charter documents, list of directors/secretaries and authorisation (board resolution / power of attorney) |
| New project after FCRN is obtained | No re-registration. Report through Form FC-2. A separate FC-1 only if the new project creates a separate place of business |
| RBI extends Liaison Office approval | Intimate through Form FC-2, every time |
| Annual filings | Form FC-3 (annual accounts) and Form FC-4 (annual return). FC-4 carries details of the parent company that set up the branch or liaison office |
| Form CSR-2 for a foreign bank branch | Mandatory; foreign companies are not exempt from CSR if they meet the section 135 criteria |
| Branch in GIFT IFSC | IFSCA approval precedes the FC-1 filing |
| Indian company becomes a 100% subsidiary | A Change Request Form is filed with the jurisdictional ROC to update master data |
How long each office can run
- Liaison office: initial validity for a maximum of 3 years, with extension for further periods.
- Project office: for completion of the specified project.
- Branch office: unlimited period. Retail trading of any nature, and manufacturing or processing (directly or indirectly), are not allowed for a branch office.
- Other office: in accordance with RBI approval.
Name of the Indian subsidiary
The proposed name must first be available in the MCA names database and must then pass the rule 8 test for resemblance. The holding company’s name may be allowed with “India” or the name of an Indian State or city, but adding “India” alone does not make a name distinguishable. Trade mark ownership or the parent’s authorisation does not override name-availability rules. Where an unrelated entity holds a registered word mark, ROC-CRC would normally insist on an NOC from the proprietor, unless the actual activities do not overlap.
Notarisation, apostille, consularisation
- The subscriber sheet may be signed physically and then notarised / apostilled / consularised as applicable. Foreign nationals may sign by DSC only if they are in India on a valid Business Visa at the time of signing.
- The requirement follows the jurisdiction where the document is signed, not where the person hails from.
- USA: notarisation and apostille. Germany: notarisation and consularisation, since Germany has opposed India’s accession to the Hague Apostille Convention. Dubai: notarisation and consularisation. Malaysia: notarisation alone suffices, as it is part of the Commonwealth.
- A US parent’s board resolution for name approval does not itself need notarisation and apostille.
Approvals outside MCA
There is no single-window clearance that replaces sectoral approvals, and no automatic data-sharing between RBI and MCA at present. RBI approval is required for classification as a Liaison, Branch or Project Office. Directors from land-border-sharing countries need prior security clearance through the e-Sahaj portal before obtaining DIN.
What to do
A foreign company opening an office in India should diarise the 30-day FC-1 date from the day the place of business is established, file FC-2 for each RBI extension, and keep FC-3 and FC-4 on its annual calendar. If its place of business falls outside the BO / LO / PO categories and no approval is needed, a declaration from the authorised representative to that effect is to be attached under rule 3(3) of the Companies (Registration of Foreign Companies) Rules, 2014.
Questions and answers
When must a foreign company file Form FC-1?
Within 30 days of establishing a place of business in India, with the Registrar of Companies, CRC, along with charter documents, the list of directors/secretaries and the authorisation (board resolution or power of attorney).
Does a foreign company have to register again for each new project?
No. MCA says subsequent projects or changes are reported through Form FC-2; a separate FC-1 is required only if a new project creates a separate place of business.
Is a wholly owned Indian subsidiary of a foreign company a “foreign company”?
No. The FAQs say a subsidiary incorporated in India is an Indian company, not a foreign company as defined in section 2(42). An Indian company also does not become a foreign company merely because 100% of its shares are acquired by a foreign company.
Is an Indian director compulsory for a foreign company’s place of business in India?
No. Section 380(1)(d) requires one or more persons resident in India authorised to accept service of process and notices. For a company incorporated in India, section 149(3) requires at least one resident director — residency, not citizenship.
Do documents signed in Germany need an apostille?
According to the FAQs, documents originating in Germany require notarisation and consularisation instead of apostille, because Germany has opposed India’s accession to the Hague Apostille Convention.
Published 24 August 2026. Updated 4 October 2026. This report is for general information and is not professional advice. Read the source document before acting on it.