• Can a listed company be converted to LLP?

    No, only private / unlisted public company or a partnership firm can be converted into LLP.

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  • What if there are more than seven subscribers to MoA and AoA?

    Incase of more than 7 subscribers INC 32 to be filled with MoA, AoA as attachment 
    For further details please access following link.

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  • In case of overseas shareholders and directors, are the documents required to be notarized and apostilled for incorporation of a company?

    Where the shareholder or a director to be appointed in the proposed company is a company incorporated outside India (for example, in China/ Chinese national residing in China), the MoA (Memorandum of Association), AoA (Articles of Association), proof of identity as well as address proof is required to be notarized before the Notary (Public) in China and the certificate of the Notary (Public) shall be attested by the Indian Embassy in China.

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  • How to inform RoC about change in membership of OPC?

    The company shall file form INC-4 in case of cessation of member of OPC on account of death, incapacity to contract or change in ownership. In the same form, user needs to provide details of the new member of the OPC.

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  • Do partnership agreements have to be registered under LLP?

    Yes, it is mandatory to execute and file partnership agreement in view of Sections 2(0) & (q), 22 and 23 of the LLP Act.
    As per provisions of the Act, in the absence of agreement, the mutual rights and liabilities shall be as provided for under Schedule-I to the Act. Therefore, in case any LLP proposes to exclude provisions or requirements of Schedule-I, it would have to enter into an agreement, specifically excluding applicability of any or all paragraphs of the Schedule.

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  • What are the Important clauses included in a Joint venture Agreement?

    Some of the important clauses in a Joint Venture Agreement are as below:
    a) Object and scope;
    b) Equity Participation by local and foreign investors;
    c) Lock in Clause;
    d) Financial Arrangements;
    e) Composition of Board and Management arrangements;
    f) Remedying a deadlock;
    g) Roles & Responsibilities of the Parties;
    h) Exit Clause;
    i) Representations, Warranties & Covenants of the Parties;
    j) Confidentiality;
    k) Dispute Resolution;
     

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  • Is there any cooling period for the existing auditors after the expiry of their term?

    An individual auditor who has completed his term of five years shall not be eligible for re-appointment as auditor in the company for five years from the completion term of five years.

    An auditor firm who has completed their two terms of five years shall not be eligible for re-appointment as auditor in the company for next five years from the completion of 10 year.

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  • Is it mandatory to use eMoA and eAoA? Can physical copies of MoA/AoA be signed and attached with SPICe forms?

    Yes. It is mandatory to use eMoA (INC-33) and eAoA (INC-34) . Physical copies of MoA/AoA be signed and attached only in case of foreign subscriber.
    For further details please access following link.

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  • Is there any endorsed fee(s) that can be charged from the Start-ups for furnishing them with a suggestion/bolster/underwriting letter?

    Yes. A maximum fee of INR 5,000 can be charged by the incubators for issuing a letter of recommendation to Start-ups. In cases where an incubator is required to form a panel of external experts to assess the innovativeness of the product/service/process, a maximum fee of Rs. 10,000 can be charged by the incubators.

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  • On approval of SPICe how PAN & TAN is communicated to the user?

    On approval of SPICe forms, the Certificate of Incorporation (CoI) is issued with PAN as allotted by the Income Tax Department. An electronic mail with Certificate of Incorporation (CoI) as an attachment along with PAN and TAN is also sent to the user. Further PAN card shall be issued by the Income Tax Department.

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  • Are the investments and profits earned in India repatriable?

    All foreign investments are repatriable (net of applicable taxes) except in cases where the investment is made or held on non-repatriation basis.

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  • What is Indirect Foreign Investment?

    If the investor company is not owned or controlled by resident Indian citizens, or is owned or controlled by persons resident outside India, then such investment is termed as “Indirect Foreign Investment” for the investee company.

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  • What are the various reporting formalities for foreign investments?

    The reporting requirements for foreign investments under Form Single Master Form (SMF) includes, inter alia:

    • Form FC-GPR: Issuance of capital instruments
    • Form FC-TRS: Transfer of capital instruments
    • Form LLP – I: Receipt of consideration by Limited Liability Partnership (LLP) for capital contribution and profit shares
    • Form LLP – 2: Disinvestment or transfer of capital contribution and profit shares in an LLP
    • Form CN: Issue or transfer of convertible notes
    • Form ESOP: Issue of employee stock options, sweat equity shares to a person resident outside India
    • Form InVi: Reporting foreign inflows in an investment vehicle
    • Form DI: Reporting of downstream investment
    • Form DRR: Issue or transfer of depository receipts
    • The detailed reporting requirements are laid down in the Master Direction on Reporting under Foreign Exchange Management Act, 1998.

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  • What are the permitted activities if I want to set up a Branch office in India?

    Companies incorporated outside India and engaged in manufacturing or trading activities are allowed to set up Branch Offices in India with specific approval of the Reserve Bank. Such Branch Offices are permitted to represent the parent / group companies and undertake the following activities in India:

    i. Export / Import of goods

    ii. Rendering professional or consultancy services

    iii. Carrying out research work, in areas in which the parent company is engaged

    iv. Promoting technical or financial collaborations between Indian companies and parent or overseas group company

    v. Representing the parent company in India and acting as buying / selling agent in India

    vi. Rendering services in information technology and development of software in India

    vii. Rendering technical support to the products supplied by parent/group companies

    viii. Foreign airline / shipping company.

    Profits earned by the Branch Offices are freely remittable from India, subject to payment of applicable taxes.

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  • How is IDR holder informed about the duration of fungibility window?

    IDR holders can look for such announcements made by the company in leading English and Hindi national daily newspapers with wide circulation as well as the websites of the stock exchanges.

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  • What is to be done after the investment is made under the Automatic Route or with Government approval?

    On receipt of the foreign direct investment (FDI), the Indian company receiving the investment for issuing shares/ debentures should report the details to the Regional Office concerned of the Reserve Bank of India (RBI) within 30 days from the date of receipt in the Advance Reporting Form in Section 1, Annexure 6

    Steps for reporting of investment varies for shares, depository receipts and other instruments.

    To know more about the detailed process of reporting, refer to section 2, Annexure 6 of the Consolidated FDI Policy, 2017.

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  • How is India-Bangladesh trade relationship?

    India and Bangladesh signed their first trade agreement in 1972 and have engaged in multiple trade arrangements whenever the two countries recognise any opportunity in terms of comparative advantage. India has 'revealed comparative advantages' in many products that Bangladesh needs. Bangladesh has been provided duty free quota free access by India on all tariff lines except tobacco and alcohol under SAFTA. India’s exports to Bangladesh for the year 2017-18 (April to March) stood at US $ 8.46 billion and imports from Bangladesh during the financial year 2017-18 stood at US $ 0.68 billion.

     

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  • What are the legislatures governing IDRs?

    Central Government notified the Companies (Issue of Indian Depository Receipts) Rules, 2004 (IDR Rules) pursuant to the section 605 A of the Companies Act. SEBI issued guidelines for disclosure with respect to IDRs and notified the model listing agreement to be entered between Stock Exchange and the foreign issuer specifying continuous listing requirements.

    For more information, click here.

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  • How to commence business in India?

    A foreign investor can commence business in India as:

    1. Indian Company
    2. Foreign Company
    3. Limited Liability Partnership

    For more information, click here

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  • What are the requirements for investing in IDRs?

    Following are some of the requirements for investing in IDRs:

    • IDRs can be purchased by any person who is resident in India as defined under FEMA
    • Minimum application amount in an IDR issue shall be INR. 20,000
    • Investments by Indian companies in IDRs shall not exceed the investment limits, if any, prescribed for them under applicable laws
    • In every issue of IDR -
      • At least 50% of the IDRs issued shall be subscribed to by QIBs;
      • The balance 50% shall be available for subscription by no institutional and retail

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