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Companies Act 2013 - Key Aspects and Procedures For Foreigners
Companies Act 2013 - Key Aspects and Procedures For Foreigners
Anil Chawla Law Associates LLP is registered with limited liability and bears LLPIN AAA-8450.
This Presentation is an academic exercise. It does not offer any advice or suggestion to any individual or firm or company. While all efforts
have been made to ensure accuracy and correctness of information provided, no warranties / assurances are provided or implied. Readers
are advised to consult a Legal Professional / Company Secretary / Chartered Accountant before taking any business decisions. Anil
Chawla Law Associates LLP does not accept any liability, either direct or indirect, with regard to any damages / consequences / results
arising due to use of the information contained in this Presentation.
This Presentation is part of the on-going efforts of Anil Chawla Law Associates LLP to help the world get a
better understanding of India and her legal system.
Companies Act, 2013 replaced Companies Act, 1956. The new Act was intended to bring Indian company law
in line with global practices. However, the new law has not necessarily led to simplification of procedures. It is
imperative for any foreign national or company to develop an understanding of the law related to companies
in India, if it intends to do business in India.
This Presentation is for Indian citizens resident abroad as well as for foreign nationals. It aims to give an
overall perspective of the company law in India as relevant to foreigners.
In this Presentation, key points related to a topic are given in one slide and the relevant extract from
Companies Act, 2013 is given verbatim in the next slide. The Presentation also gives a quick overview of the
type of visas that a foreign citizen may avail of for doing business in India.
We, Anil Chawla Law Associates LLP, shall be glad to assist a foreign national or company professionally for
their ventures in India.
Anil Chawla
Senior Partner, Anil Chawla Law Associates LLP
Any one (including an Indian citizen) may be treated like a foreign resident if he /
she has not been staying in India for continuous period of 12 months
immediately preceding the date of his appointment as a managerial person
(Schedule V).
Anyone (including an Indian citizen) who has stayed in India for a total period of
less than 182 days in the previous calendar year will be treated as a foreign
resident (Sec. 149(3)).
A foreign citizen staying in India for 12 months may enjoy all rights under the Act
while the same rights are not available to a Non-resident Indian citizen.
No relaxations / exceptions
Section 149(3)
Video conference meetings will not be able to take up all issues. The
issues that need physical meetings have been specified in Rule 4 of
the Companies (Meetings of Board and its powers) Rules, 2014.
Video meetings will need to be recorded (The requirement is not for physical
meetings).
Section 2(41)
Section 2(69)
Section 2(27)
Section 164(3)
Need to check from the view of home law of the Foreign Company
whether the Indian Company is an Associate. This is important from
the view of accounting of the Foreign Company.
May 2017 www.indialegalhelp.com 26
B7. Associate Company (Continued)
Section 2(6)
A very low (almost zero) capital company will be most convenient for
foreign citizens who wish to own an Indian entity without committing
investments.
Section 5(2-5)
Section 234
Rule 25A of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified on 13 April 2017
Annexure to Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 notified on 13 April 2017
Getting a PAN is a simple matter and a foreign resident individual can do it oneself
without need of a legal professionals assistance. PAN is needed only for Indian
citizens resident abroad. PAN is not needed for foreign nationals.
For DIN and DS it is best to let the Company Secretary who is going to handle
company incorporation take care of the formalities. Here, we give only the
documents required to be given to the Company Secretary for getting DIN and DS.
Please note that it is possible to get DS, DIN and PAN without visiting India.
Similarly, it is possible for a foreign resident to incorporate an Indian company
without visiting India.
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D1. Digital Signature
At least one of the promoters must have a digital signature.
Source: Identity Verification Guidelines, Version 1.3 dated 25th April 2017, Controller of Certifying Authorities,
Ministry of Electronics and Information Technology, Government of India
A person has to take only one DIN. The same DIN works for all
companies (and limited liability partnership firms) that the person is
associated with.
For foreign nationals, PAN is not necessary; passport number and copy is
essential to apply for DIN.
E2. E-Visa
Should be holding return ticket and money for expenses during stay in India.
e-Visa has 3 sub-categories i.e., e-Tourist visa, e-Business Visa and e-Medical
visa.
The validity of e-Visa will be 60 days from the date of arrival in India. Double
entry is permitted on e-Tourist Visa and e-Business Visa. Triple entry will be
permitted on e-Medical Visa.
Maximum two times in a calendar year.
Not granted for petty business or trade (Business should achieve gross
sales / turnover of Rs. 10 million per annum within two years of setting up the
business).
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