Practical Aspect of Filing Form FC-1 with Registrar Of Companies: Requirements and Documentation

Overview : This article is a detailed analysis of the step-by-step process for filing Form FC-1 by a foreign company establishing a branch, liaison, or project office in India. Once RBI approval is obtained, the foreign company must register with the ROC by filing the FC-1 form within 30 days. The blog explains the required documents and the step-wise process of preparing and filing the FC-1 form and explains the fee structure, including penalties for delay. The guide is designed to help you navigate the process smoothly and ensure compliance with Indian regulatory requirements.

Introduction

Foreign companies establishing branches, liaisons, or project offices in India must file FORM FC 1 with the Registrar of Companies (ROC) to register the foreign company after obtaining RBI permission. The FC1 is the prescribed form for registering a foreign company in India, wherein the applicant has to submit essential details about the company and its business. The blog will explore the practical aspects of filing Form FC 1, including the required documentation.

About Form FC 1

Under section 380 of the Companies Act 2013, read with Rule 3 of the Registrar of Companies (ROC) Form FC 1, which is an electronic form (MCA e-form) that must be filed by foreign companies that establish a business presence in India, such as a Branch, Liaison, or Project office, after obtaining the prior approval from the Reserve Bank of India (RBI), as per the Foreign Exchange Management ( Establishment in India of a branch Office or a liaison office or project office or any other place of business) Regulation, 2016.

Timeline for Filing Form FC-1

Foreign companies shall file Form FC-1 within 30 days of receiving the approval to establish the branch office from the ROC (establishing a place of business in India) from the regulator, i.e., the Reserve Bank of India (RBI), along with the required documents to the ROC. Non-compliance results in payment of an additional fee based on the delay in filing the same, and penalties may also result if not filed at all, as per the Companies Act, 2013.

Steps for Filing Form FC-1 with the ROC

Filing Form FC-1 with the ROC is a must to register a foreign company with the registrar of companies, who maintains a register of all the foreign companies registered in India with the ROC. The category of applicant would be a branch, liaison or project office of a foreign company in India. Below are the essential steps for filing the form FC-1.

Step 1: Prepare the Required Documents

Before filing, the applicant must ensure that all necessary documents prescribed under Rule 3(3) of the Companies (Registration under Foreign Companies) Rules,2014 are prepared and ready, including a certified copy of the company’s charter, list of directors and secretaries, Power of Attorney or Board Resolution, and RBI approval letter.

Step 2: Create an Account on the MCA Portal

As the FC-1 form filing is an online process at the MCA (Ministry of Corporate Affairs) website (www.mca.gov.in), the authorised representative who will be filing the FC-1 form with the ROC needs to register on the MCA's V3 portal, where the PAN number of such an authorised representative is mandatory. The drop-down menu doesn't provide a foreign company as an option but only mentions the company or authorised representative as an option.

Under section 2(20) of the Company Act 2013, a company is defined as one that is incorporated in India under this Act or any preceding company act. Additionally, the Act separately defines a foreign company under section 2(42). These distinct definitions and the absence of the foreign company option in the registrant drop-down on the MCA portal strongly suggest that a foreign company is neither permitted nor required to register on the MCA portal. Instead, an authorised representative must register on the MCA portal and submit the necessary forms on behalf of the foreign company.

Step 3: Access and Fill Out Form FC-1

Log in to the MCA portal, navigate to the MCA Services section, and click on Company e-filing. Under the "Filing by Foreign Companies" header, access Form FC-1. The particulars of the form FC-1 to be filled are self-explanatory, which includes details such as Foreign Company Name, Country & Date of Incorporation, Nature of Business, etc. The details of the authorised representative, such as Name, Nationality, PAN, DIN, Passport Details, Address, Appointment Mode, etc, are also required to be filled in the Form FC-1

Step 4: Attach Required Documents

The scanned documents, as mandated under Rule 3(3) of the Companies (Registration under Foreign Companies )Rules,2014, are to be submitted as an attachment to the e-form FC-1. The list of attached documents may vary slightly depending on the specific scenario; therefore, you should consult an experienced professional for this purpose.

• Certificate of Incorporation
• Articles of Association or/and MOA (If applicable)
• List of Directors & Secretary
• Power of Attorney or Board Resolution
• RBI Approval Letter
• Any Optional Attachments (if required)

Note: Documents of foreign origin or executed outside India must be legalised. For commonwealth nations, a public notary is sufficient. For Hague Convention nations, the option is to get the documents legalised by apostille. In case the foreign company is neither a commonwealth nation nor a party to the Hague Convention, the document needs to be attested by the Indian embassy office in such a foreign country.

Step 5: Declare & Digitally Sign the Form FC-1

The authorised representative must declare that the provided information is accurate, complete, and compliant with the Companies Act 2013. All the documents attached are correct and true. Finally, the FC-1 form is to be authenticated by way of digitally signing the FC-1 form with a Digital Signature of class-3

Step 6: Submit the Form & Make Payment

Once you have filled out the form and digitally signed it, submit it to the ROC via the MCA portal. Upon submission, a system-generated Service Request Number (SRN) is issued. The government fee for filing Form FC-1 is prescribed to be ₹6000, which needs to be paid online using internet banking, debit card, credit card, or UPI. Also, make sure that the stamp duty, along with the registration fee, may vary from one state to another.

Government Filing Fee & Additional fees on Delay

The prescribed fee for submitting Form FC-1 to the ROC is ₹6,000 if filed within 30 days of receiving approval from the RBI or establishing a branch office in India. However, if the form is not submitted within the due date, it can still be filed with an additional fee based on the number of days of delay, as per the Companies (Registration Offices and Fees) Rules, 2014. The table below outlines the additional fees applicable for the delayed filing of Form FC-1.

Conclusion

Filing Form FC-1 on time is a key requirement for foreign companies entering the Indian market. By following the detailed steps explained above in this blog such as documentation, MCA Portal Registration and completing the online filing—you can avoid unnecessary delays and additional fees. This structured approach not only meets legal compliance but also sets a solid foundation for a hassle-free business setup in India, allowing you to focus on your core operations with confidence.

Author Bio

Sanjeev Kumar | in

Meet Sanjeev Kumar, a distinguished advocate before the Supreme Court of India, High Courts, and National Tribunals. Founding Partner of Juriskps Law Offices, a premier law firm, he specializes in commercial, corporate, tax, arbitration, and IPR matters. His incisive legal insights enrich Setindiabiz’s blog with expert commentary.