• Whether eMOA (INC-33) and eAOA (INC-34) is to be filed with SPICe (INC-32) in respect of non-individual first subscribers who are based outside India?

    No. In respect of non-individual first subscribers who are based outside India, pdf attachments of apostillised MOA and AOA shall be attached with SPICe (INC-32).
    For further details please access following link.

  • To which authority the application for establishing Branch office/ Liaison Office/ Project office is required to be submitted?

    Generally, the application for establishing BO / LO/ PO in India may be submitted by the non-resident entity in the prescribed form to Authorised Dealer Bank (AD Bank) identified by the applicant along with the prescribed documents.

  • How is control defined for companies?

    Control includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.

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  • Who issues Digital Signature certificates?

    A licensed Certifying Authority (CA) issues the digital signature. Certifying Authority (CA) means a person who has been granted a license to issue a digital signature certificate under Section 24 of the Indian IT-Act 2000. 
    The list of licensed CAs along with their contact information is available on the MCA portal. Certifying Authorities.
    For further details please access following link.

  • Is DSC mandatory for Subscribers?

    Yes, DSC is mandatory for all subscribers and witnesses in eMoA(INC-33) and eAoA(INC-34). eMoA and eAoA shall be used only where the maximum number of subscribers do not exceed 7. In case the number of subscribers are more than 7, INC-7 shall be used and DSC is not mandatory in such cases..
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  • What should be the first financial year of the newly incorporated company?

    The first financial year of a company means a period beginning from the date of incorporation and ending on 31 March of the following year.  However, if the company is incorporated on or after 1 January of the year, the financial year will be from the date of incorporation till 31 March of the following financial year.  For example, if a company is incorporate on 1 February 2019, the first financial year will be 1 February 2019 to 31 March 2020.

  • What is the objective behind expanding the FFMCs business?

    To widen and allow easy access to foreign exchange facilities to residents and tourists while ensuring efficient customer service through competition is the major objective.

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  • How to intimate RoC that the OPC has exceeded the threshold limits and require conversion into private or public company?

    The OPC shall inform RoC in form INC-5, if the threshold limits is exceeded and is required to be converted into private or public company.
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  • What are the documents involved in formation of Limited Liability Partnership in India?

    a) Proof of identity and residential address of the Designated partners;
    b) Proof of Registered office address and Copy of utility Bills not older than 2 months; 
    c) NOC from owner of the premises;
    d) Details of Partners and Designated Partners;
    e) Details LLP(s) and Company(s) in which Partners are interested; 
    f) Subscribers' sheet including consent of Partners;
    g) Copy of certificate of incorporation of the foreign LLP;
    h) Copy of Authority under which Foreign Limited Liability Partnership is establishing the place of business in India;
    i) Power of Attorney in favour of Authorised Representative;

    If LLP’s name is applied with the incorporation application:
    a) Approval of the owner of the trademark or the applicant of such trademark for registration of Trademark if the proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act.
    b) Copy of approval in case the proposed name contains any word(s) or expression(s) which requires approval from central government;

    Note: All the documents to be signed by the Foreign Directors and Foreign subscribers requires notarization and apostillation from the foreign country.
     
  • Who appoints the first auditor?

    As per Section 139(6) of Companies Act 2013, first auditor will be appointed by the board of directors of company within 30 days of incorporation of company. If the board fails to appoint the first auditor, an extra ordinary general meeting will be called by the board to appoint the first auditor within 90 days from the receipt of the information from the board of directors.

  • Whether the draft prospectus for IDRs to be filled with SEBI?

    Yes. Foreign issuer is required to file the draft prospectus with SEBI while complying with the requirements of SEBI (ICDR) Regulations, 2009. Any changes specified by SEBI shall be incorporated in the final prospectus to be filed with Registrar of Companies

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  • Is transfer of capital instruments from resident to non-residents permitted?

    Yes, transfer of capital instruments from resident to non-resident is permitted, s.t. prior permissions from the Reserve Bank of India, except in following cases (as mentioned in detail in Sub section 5.2 of the Consolidated FDI Policy 2017):

    1. where the pricing guidelines under FEMA, 1999 are not met, s.t. other conditions
    2. where the transfer requires prior approval of the Government per the extant FDI Policy
    3. where the transfer of shares attracts SEBI (Substantial Acquisition of Shares and Takeovers) Regulations
    4. where the investee company is in the financial sector.

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  • What are Indian depository receipts (IDR)?

    An IDR is an instrument denominated in Indian Rupees in the form of a depository receipt created by a Domestic Depository (custodian of securities registered with the Securities and Exchange Board of India) against the underlying equity shares of issuing company to enable foreign companies to raise funds from the Indian securities Markets.

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  • What is apostille and how to get the documents apostilled and notarized from the foreign country?

    An "apostille" is a form of authentication/certification issued to documents for use in countries that participate in the Hague Convention of 1961. Apostille is to confirm the legal authenticity of any document. A list of countries that accept apostilles is provided by the US State Department.
    Apostilles are affixed by Competent Authorities designated by the government of a state which is party to the convention.
    A list of these authorities is maintained by the Hague Conference on Private International Law. Examples of designated authorities are embassies, ministries, courts or (local) governments.
    An Apostille Certificate is official government Certificate printed or stamped onto the reverse side of a single page document or attached to multiple paged documents with green notary ribbon making it become one inseparable document. It authenticates the seal and or signature of the public official or authority such as a notary or registrar issuing the document.
     

  • What are the pricing guidelines to be complied with given the scenario of transfer of shares from resident to non-resident?

    Listed Securities: Price to be not less than the price worked out as per SEBI guidelines

    Unlisted Securities: Price to be not less than fair value worked out as per any internationally accepted pricing methodology on arm’s length basis

  • Whether any listing permission required for issuance of IDRs?

    Yes, the issuer company is required to obtain in-principle listing permission from all the recognized stock exchanges in which the issuer proposes to get its IDRs listed.

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  • What is the procedure for making portfolio investments in India for a Non-Resident Indian?

    An NRI needs to apply to a designated branch of a bank, which deals in Portfolio Investment. An NRI can purchase shares up to 5% of the paid-up capital of an Indian Company on a fully diluted basis. All NRIs taken together cannot purchase more than 10% of the paid-up value of the Company. The aggregate limit of up to 24%, with the approval of its Board of Directors and its General Body through a resolution and a special resolution, respectively.

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  • What is the FDI Policy for Asset Reconstruction Companies?

    Up to 100% FDI is permitted for Asset Reconstruction Companies registered with Reserve Bank of India without government route. 

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  • Can one increase the Company's authorized capital to get more external funding?

    The authorized capital of a Company can be increased at any time as per the Companies Act, 2013 and in case the Article of Association does not allow this, the AoA can be amended by passing a “special resolution”. One may also consider getting External Commercial Borrowings.

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  • What are the pricing guidelines to be complied with given the scenario of transfer to shares from non-resident to resident?

    Listed Securities: Price to be not more than price worked out as per SEBI guidelines

    Unlisted Securities: Price to be not more than fair value worked out as per any internationally accepted pricing methodology for valuation of shares on arm’s length basis