Company – “company” means a company incorporated under the Companies Act, 2013 Act or under any previous company law (Section 2(20) of the Companies Act, 2013).
Foreign Company – “foreign company” means any company or body corporate incorporated outside India which,—
(a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and
(b) conducts any business activity in India in any other manner (Section 2(42) of the Companies Act, 2013).
Electronic Mode – means carrying out electronically based, whether main server is installed in India or not, including, but not limited to –
(i) business to business and business to consumer transactions, data interchange and other digital supply transactions;
(ii) offering to accept deposits or inviting deposits or accepting deposits or subscriptions in securities, in India or from citizens of India;
(iii) financial settlements, web based marketing, advisory and transactional services, database services and products, supply chain management;
(iv) online services such as telemarketing, telecommuting, telemedicine, education and information research; and
(v) all related data communication services,
whether conducted by e-mail, mobile devices, social media, cloud computing, document management, voice or data transmission or otherwise (Rule 2(c) of the of the Companies (Registration of Foreign Companies) Rules, 2014).
Applicability of Companies Act, 2013 to Foreign Companies
Section 379 of the Companies Act, 2013 states that foreign companies must comply with the provisions of the Companies Act, 2013 in respect to the business as if it were a company incorporated in India.
Compliance by Foreign Companies under the Companies Act, 2013 (Chapter XXII of the Companies Act, 2013 read with Companies(Registration of Foreign Companies) Rules, 2014
- Section 380 of the Companies Act, 2013 – Documents to be filed with the Registrar of Companies within 30 days from the date of establishment of business in India:
- a certified copy of the charter, statutes or memorandum and articles, of the company or other instrument constituting or defining the constitution of the company and, if the instrument is not in the English language, a certified translation thereof in the English language;
- the full address of the registered or principal office of the company;
- a list of the directors and secretary of the company containing such particulars as may be prescribed;
- the name and address or the names and address of one or more persons resident in India authorised to accept on behalf of the company service of process and any notices or other documents required to be served on the company;
- the full address of the office of the company in India which is deemed to be its principal place of business in India;
- particulars of opening and closing of a place of business in India on earlier occasion or occasions;
- declaration that none of the directors of the company or the authorised representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; and
- any other information as may be prescribed.