Please tell me is there any section specified in companies act 2013 for authentication or certification of documents by foreign company. Actually i have filed form Fc-2 for appointment of Authorised representative then ROC has raised an objection that the POA should be notarised and counsalarised by Indian embassy. the company is originally incorporated in Germany. Please provide me the source where it has written that such counsalarised by Indian embassy is necessary? Thanks in advance
23 July 2025
Yes, your ROC’s objection is valid, and the requirement for notarization and consularization of documents (such as a Power of Attorney, board resolutions, etc.) executed outside India is supported under Companies Act, 2013 and the associated Companies (Registration of Foreign Companies) Rules, 2014, as well as the General Circulars and MCA FAQs.
✅ Legal Basis for Authentication of Foreign Documents 1. Section 380 of the Companies Act, 2013 This governs the registration of foreign companies in India.
It mandates foreign companies to file certain documents (like charter, list of directors, etc.) with the ROC.
2. Rule 13 of the Companies (Registration of Foreign Companies) Rules, 2014 Deals with authentication of documents.
Documents filed with the ROC must be authenticated by a Notary or appropriate authority in the country of origin and consularized by the Indian Embassy/Consulate there.
📌 Specifically: Rule 13(2) – "If the document is not in English, a certified translation shall be annexed. The translation shall be certified to be correct translation by a notary (public) of such foreign country and authenticated by the Indian Embassy or consulate in that country."
Also applies mutatis mutandis to Power of Attorney (PoA) filed through Form FC-2.
🛡️ Authentication & Consularization Requirements: For documents executed outside India, either of the following is required:
Notarized and Consularized by Indian Embassy/Consulate in that country OR
Apostilled, if the country is a signatory to the Hague Apostille Convention
Since Germany is a signatory to the Hague Convention, apostille by the competent German authority is also acceptable instead of consularization.
✅ Summary Requirement Source Notarization Rule 13 of Companies (Registration of Foreign Companies) Rules, 2014 Consularization OR Apostille MCA Clarification, Rule 13 Applicable Form FC-2 for Authorised Representative Country of Origin Germany (Hague Convention signatory – apostille valid)
Practical Advice: If PoA is notarized and apostilled in Germany, you don’t need consularization by Indian embassy.
If not apostilled, then you must have it consularized by the Indian embassy in Germany.
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