Section 380 of Companies Act 2013 Explained for Foreign Companies

Section 380 of Companies Act 2013 Explained Simply (Foreign Company Registration in India)

If you are advising a foreign company, working with overseas clients, or planning to expand a business into India, you’ve probably searched section 380 of companies act 2013 sooner or later.

Usually, this search happens when someone asks a very simple question that suddenly doesn’t feel simple at all:

“If a foreign company starts business in India, what exactly does it need to file with the ROC?”

That’s where Section 380 comes in.

This section is not about incorporation.
It’s not about share capital.
It’s not about directors’ duties.

It is about disclosure, transparency, and accountability of foreign companies operating in India.

Let’s understand it properly—without heavy legal language, and exactly the way it applies in real-life compliance.

What Is Section 380 of the Companies Act 2013?

Section 380 of Companies Act 2013 deals with the documents that a foreign company must submit to the Registrar of Companies (ROC) after establishing a place of business in India.

In simple terms:

Once a foreign company starts doing business in India, it must disclose specific information and documents to the ROC within a prescribed time.

This ensures that Indian regulators know:

• Who the foreign company is
• Where it operates in India
• Who represents it
• And how it can be legally contacted

Who Is a “Foreign Company” Under the Companies Act?

Before going deeper, let’s clarify this.

A foreign company means:

• A company incorporated outside India
• Which has:
  • A place of business in India, or
  • Conducts business activity in India (physically or electronically)

Even having:

• A branch office
• Liaison office
• Project office

can trigger foreign company compliance.

Why Section 380 Exists

India allows foreign companies to operate—but with conditions.

Without Section 380:

• Foreign entities could operate without disclosures
• Regulators would lack visibility
• Legal enforcement would become difficult

So Section 380 ensures:

• Transparency
• Legal traceability
• Regulatory oversight

It is essentially India saying:

“You can do business here—but tell us who you are.”

When Does Section 380 Become Applicable?

Section 380 applies after a foreign company:

• Establishes a place of business in India
• Or starts operations in India

From that point:
👉 The compliance clock starts ticking.

30-Day Timeline – The Most Important Rule

One line you must always remember:

Foreign company submit documents towards company registration within thirty days

Under Section 380:

• Documents must be filed with ROC
• Within 30 days of establishing a place of business in India

Missing this deadline is one of the most common compliance failures.

Any Document Which Any Foreign Company Is Required to Deliver to the Registrar

This phrase appears repeatedly in interpretations of Section 380.

It simply means:

• Whatever documents the law requires
• Must be submitted accurately
• Within the time limit
• In the prescribed form

No shortcuts. No partial filings.

Documents Required Under Section 380

Let’s break down the practical documents a foreign company must file.

1. Charter Documents

• Memorandum and Articles of Association
• Or equivalent charter documents
• Certified and, where required, translated

2. Address of Registered Office

• Address of the foreign company’s registered office abroad

3. Indian Business Address

• Address of principal place of business in India

This is critical for:

• Legal notices
• Regulatory communication

4. Details of Directors and Secretary

• Names, addresses, and particulars
• Of directors and key managerial personnel

5. Authorized Representative in India

• Name and address of person authorized to accept notices
• This person acts as the legal face in India

6. Power of Attorney / Authorization

• Board resolution or power authorizing Indian representative

Section 380(1) of Companies Act 2013 – What It Covers

Many people specifically search section 380 1 of companies act 2013.

Section 380(1) lists:

• The exact documents to be filed
• The time limit
• The mode of filing

It is the core operational subsection.

Section 380(1)(d) of Companies Act 2013 – Indian Address Disclosure

Another commonly searched clause is section 380 1 d of companies act 2013.

This clause focuses on:

• Disclosure of the address of the office in India

Why it matters:

• Ensures there is a physical/legal contact point
• Prevents “ghost operations” by foreign entities

Section 380(1)(g) of Companies Act 2013 – Authorized Person

section 380 1)(g of companies act 2013 deals with:

• Appointment of an authorized representative in India

This person:

• Accepts legal notices
• Represents the company before authorities
• Acts as compliance contact

Without this, enforcement becomes impossible.

Section 381, 382, and 383 – How They Connect to Section 380

Section 380 doesn’t operate alone.

It works with:

• section 381 of companies act, 2013 – Financial statements of foreign companies
• section 382 of companies act 2013 – Display of company name and country of incorporation
• section 383 of companies act 2013 – Service of documents on foreign companies

Together, these sections form a complete compliance framework for foreign companies.

Section 379 and Section 380 – The Broader Framework

You may also see searches for section 379 of companies act, 2013.

Section 379:

• Declares that certain provisions of the Companies Act apply to foreign companies

Section 380:

• Specifies what exactly must be filed

Think of:

• Section 379 as “applicability”
• Section 380 as “execution”

Section 380 of Companies Act 2013 Amendment – Has Anything Changed?

People often search section 380 of companies act 2013 amendment to check for updates.

While the core requirement remains unchanged:

• Filing within 30 days
• Submitting specified documents

Amendments and rules have:

• Strengthened digital filing
• Increased scrutiny
• Introduced penalties for non-compliance

The intent is stricter enforcement, not relaxation.

Penalties for Non-Compliance With Section 380

If a foreign company fails to comply:

• Monetary penalties may apply
• Continuing default can attract additional fines
• ROC can issue notices
• Future approvals can get delayed

In serious cases:

• Legal action can be initiated

Section 380 is not a “filing for record only” provision—it has consequences.

Common Mistakes Foreign Companies Make

From practical experience, the most common errors are:

• Missing the 30-day deadline
• Incomplete or uncertified documents
• No authorized Indian representative
• Wrong Indian address
• Assuming RBI approval is enough

RBI approval and ROC compliance are separate.

Is Section 380 Required for Liaison and Branch Offices?

Yes.

Even if:

• You have RBI approval for liaison office
• Or branch office

You still need to comply with Section 380 once business is established.

Does Online Business Trigger Section 380?

In many cases, yes.

If a foreign company:

• Conducts business electronically in India
• Has Indian customers
• Has Indian operations support

Compliance may still apply, depending on structure.

Why ROC Registration Is Critical for Foreign Companies

ROC registration under Section 380:

• Builds legal credibility
• Enables enforceable contracts
• Avoids regulatory surprises
• Smoothens banking, taxation, and audits

Ignoring it often causes problems during:

• Tax assessments
• FEMA scrutiny
• Contract enforcement

Practical Compliance Tips

If you’re handling a foreign company:

1. Track the date business starts in India
2. Prepare documents in advance
3. Appoint authorized representative early
4. File within 30 days—no extensions
5. Maintain ongoing compliance under Sections 381–383

Section 380 is just the starting point, not the end.

Final Thoughts: Why Section 380 Matters

Section 380 of Companies Act 2013 is all about accountability of foreign companies in India.

It ensures that:

• India knows who is doing business on its soil
• Foreign companies operate transparently
• Legal rights and obligations are enforceable

If a foreign entity plans to operate in India—even in a limited way—Section 380 compliance is not optional.

Need help with foreign company registration, ROC filings, or compliance in India?

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