Please let me know is there any exemption in case of Section 592 of companies act 1956 and which is now Section 380 of Companies Act 2013, that if any foreign Government company is incorporated outside India and Fully owned by Government of that country. Is it required to registered with ROC as per these sections or is there any exemption??? Actually if that foreign company gonna open a Branch Office in India is it required to registered with ROC, please reply to my query and please provide the provisions and explanations related to this query.
Please clarify this query. as per companies act 1956 there were an exemption in section 592 that:- "If your company is incorporated outside India by a Royal Charter or any special Act of Parliament of that country, where it is incorporated, and then just gives a notice to the concerned Registrar of Companies for his information on its establishing a place of business in India.You need not to file the form -44"
This is actually copied by the act. so please clarify further this... is this exemption is available as per new companies act 2013. Ref. Sec. 380 of companies act 2013.
03 August 2024
Under the Companies Act, 2013, the provisions regarding the registration of foreign companies and the exemptions available are similar to those under the Companies Act, 1956, with some updates. Here’s a detailed breakdown:
### **Registration of Foreign Companies**
**1. Foreign Companies under Companies Act, 2013**
- **Section 380**: This section mandates that any foreign company that establishes a place of business in India must register with the Registrar of Companies (ROC). The registration involves submitting specific documents and details as prescribed under Section 380.
**2. Exemption under Section 380**
- **Notification Requirements**: According to Section 380 of the Companies Act, 2013, a foreign company must file certain documents with the ROC within 30 days of establishing a place of business in India. This is akin to the requirements under Section 592 of the Companies Act, 1956.
**3. Exemptions for Foreign Government Companies**
- **Specific Provisions**: Section 380(1) of the Companies Act, 2013, does not explicitly mention exemptions for foreign government companies incorporated by Royal Charter or special Acts of Parliament. However, it does provide that such companies must comply with the registration requirements.
### **Comparing Companies Act, 1956 and 2013**
**1. Companies Act, 1956 (Section 592)**
- **Exemption Clause**: As per Section 592 of the Companies Act, 1956, foreign companies incorporated by a Royal Charter or special Act of Parliament were required only to notify the ROC about their establishment in India, without needing to file Form 44. This provided a specific exemption for such entities.
**2. Companies Act, 2013 (Section 380)**
- **Updated Requirement**: The Companies Act, 2013, updated these provisions, and the requirement for foreign companies to register with the ROC is maintained. However, it does not provide an explicit exemption for foreign government companies as was provided under the old Act.
### **Steps for Foreign Government Companies**
**1. **Registration Requirement**
- **Documents to Submit**: The foreign government company must submit the following documents to the ROC: - A copy of the charter or statute and a certificate of incorporation. - Details of the company’s directors. - The address of the foreign company’s principal place of business. - Financial statements and other documents as prescribed.
**2. **Filing Process**
- **Form Submission**: The foreign company must file Form FC-1 with the ROC within 30 days of establishing its place of business in India. This form requires details of the company and its activities in India.
### **Conclusion**
**1. **No Explicit Exemption in New Act**
- **Compliance Required**: Under the Companies Act, 2013, there is no explicit exemption similar to the one provided under the Companies Act, 1956. Foreign government companies need to comply with the registration requirements as per Section 380.
**2. **Consult Legal Experts**
- **Seek Professional Advice**: Given the legal complexity and the importance of compliance, it is advisable to consult a legal expert or a company secretary specializing in corporate law to ensure adherence to the requirements and to understand if there are any applicable exemptions or nuances.
If you need further assistance or a detailed consultation, consider reaching out to a corporate legal expert or a CA with experience in handling foreign company registrations.
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