eForm FC-4 Filing Services
Annual Return of Foreign Companies in India

Every foreign company that has a registered place of business in India — a branch office, project office, or liaison office — must file two separate annual forms with the Registrar of Companies (ROC): eForm FC-3 (annual accounts, containing the foreign company’s financial statements) and eForm FC-4 (annual return, containing administrative details of the company’s Indian operations). These are not alternatives to each other — both must be filed every year, independently, with different deadlines. The most important and most frequently missed distinction: eForm FC-4 has a 60-day deadline from the close of the financial year, while eForm FC-3 has a 6-month deadline. This means FC-4 falls due months before FC-3, and in a compliance calendar for a foreign company with a 31 December financial year end, FC-4 must be filed by 1 March while FC-3 is due only by 30 June. Foreign companies that treat the two as a single annual exercise and file both together in June are already three months late on their FC-4 compliance.

eForm FC-4 is the annual return that keeps the ROC’s records about the foreign company’s Indian operations current and accurate. Where eForm FC-3 tells the ROC about the foreign company’s financial health, eForm FC-4 tells the ROC who the company’s directors and authorised representatives are, which places of business it operates in India, how much share capital it has, and whether any charges (mortgages or pledges) have been created over its Indian assets. For the ROC, the FC-4 is the corporate governance snapshot — the equivalent of the MGT-7 Annual Return that Indian companies file under the Companies Act, 2013. N D Savla & Associates, Chartered Accountants based in Mumbai, files eForm FC-4 for foreign companies registered in India as part of our annual foreign company compliance service — coordinating with the foreign parent for director details, share capital information, and charges data, and filing on the MCA21 portal at efiling.mca.gov.in within the 60-day deadline. We manage FC-4 alongside eForm FC-3 — see our eForm FC-3 Filing Services guide for the annual accounts filing.

This page covers the complete eForm FC-4 compliance framework: the critical distinction between FC-3 and FC-4 and their different deadlines, the legal basis under Section 384 of the Companies Act, 2013, who must file, what FC-4 contains (the six components from company details to charges on Indian assets), the documents required, the step-by-step filing process on the MCA21 portal, when eForm FC-2 must be filed before FC-4 (for director or representative changes during the year), and the penalties for late or non-filing of FC-4. For the FEMA/RBI exchange control dimension of foreign company compliance, see our FEMA Consultants India guide

The single most important concept for foreign company annual compliance in India is understanding that eForm FC-3 and eForm FC-4 are two separate, independent annual filings with different purposes, different content, and critically different deadlines:

eForm FC-4 is required under Section 384 of the Companies Act, 2013 read with Rule 7 of the Companies (Registration of Foreign Companies) Rules, 2014. Section 384 applies specific provisions of the Companies Act (including the annual return provisions of Section 92) to foreign companies, adapted to their particular characteristics. Rule 7 of the Foreign Companies Rules prescribes the form (FC-4), the content, and the 60-day deadline for the annual return.

• Section 92 of the Companies Act, 2013 requires every company to prepare an annual return; Section 384 extends this requirement to foreign companies through the adapted FC-4 form
• Rule 7 of the Companies (Registration of Foreign Companies) Rules, 2014 prescribes Form FC-4 as the annual return for foreign companies, sets out the 60-day filing deadline, and specifies the content that must be disclosed
• Section 391 of the Companies Act, 2013 provides the penalty provisions for failure to comply with the foreign company provisions, including non-filing of FC-4

Every foreign company registered in India under Section 380 of the Companies Act, 2013 — i.e., every company with a registered place of business in India (branch office, project office, or liaison office) that filed eForm FC-1 at the time of establishing its Indian presence — must file eForm FC-4 annually. There are no exceptions for:

• Dormant or inactive places of business: even if the branch/project/liaison office was not active during the year, FC-4 must be filed as long as the registration has not been formally closed through eForm FC-5
• Liaison offices: liaison offices that have not earned any income and have only incurred expenses funded by inward remittances are still required to file FC-4 annually
• Project offices: even if the specific project the office was established for has not yet commenced or is in the pre-construction phase, FC-4 must be filed
• Multiple places of business: a foreign company with three branch offices in different cities files ONE FC-4 covering all three offices, listing each in the Indian places of business section

The 60-day deadline for eForm FC-4 is significantly shorter than the 6-month deadline for eForm FC-3, and this has important practical consequences for compliance planning:

• For companies with 31 December financial year end (most US, UK, and European companies): FC-4 is due by 1 March (60 days after 31 December). The annual accounts for the year (filed in FC-3) may not even be finalised at this point, but FC-4 does not require financial statements — it requires administrative data that is available year-round
• For companies with 31 March financial year end (Japanese and some other companies that align with the Indian financial year, or those adopting the Indian FY): FC-4 due by 30 May; FC-3 due by 30 September
• For companies with 30 June financial year end: FC-4 due by 29 August; FC-3 due by 31 December
• For companies with 30 September financial year end: FC-4 due by 29 November; FC-3 due by 31 March of the following year

The practical implication: the FC-4 compliance calendar must be tracked and planned independently from FC-3. Many foreign companies instruct their Indian compliance advisers to handle “annual compliance” mid-year when the audited accounts are available — this works for FC-3 but misses the much earlier FC-4 deadline. A dedicated FC-4 compliance trigger at the start of each year (within 30 days of the financial year end) is the correct approach.

Part D in Detail — Directors and Secretary of the Foreign Company

The directors and secretary section of eForm FC-4 is one of the most data-intensive parts of the form and requires coordination with the foreign parent’s corporate secretarial records. For each director (and company secretary), the following details must be disclosed:

• Full legal name as per passport or identity document
• Father’s/husband’s name (as per MCA requirements for individual identification)
• Nationality
• Date of birth
• Director Identification Number (DIN) — if the director has been allotted a DIN in India because they are also a director of an Indian company; if not, the passport number or home country personal identity number is used
• Residential address (home country address for foreign directors)
• Date of appointment as director of the foreign company
• Date of cessation (if the director resigned or was removed during the year)
• Designation (Managing Director, Executive Director, Non-Executive Director, Independent Director, etc.)

Part E in Detail — Authorised Representative in India

The authorised representative is the person resident in India who is registered with the ROC as the contact point for the foreign company. They are authorised to accept legal service of process on behalf of the foreign company in India — any court summons, ROC notice, or legal process served on the authorised representative is deemed to be served on the foreign company itself. Key details to be filed in FC-4:

• Full name of the authorised representative
• Nationality (must be Indian or a resident foreigner)
• Residential address in India
• PAN (Permanent Account Number) of the authorised representative
• Scope of authority: what the representative is authorised to do on behalf of the foreign company in India
• Date of appointment as authorised representative
• If the authorised representative changed during the year: the outgoing representative’s cessation date and the incoming representative’s appointment date. Note: any change in authorised representative must first be reported in eForm FC-2 (Return of Alteration) within 30 days of the change; the FC-4 then reflects the year-end position after the FC-2 update

• Details of all directors and company secretary of the foreign company: full name, nationality, date of birth, residential address, designation, and dates of appointment/cessation. Source: the foreign parent’s own board register and corporate secretarial records
• Details of the authorised representative in India: name, address, PAN, date of appointment. Source: the authorised representative’s identity documents and the FC-1/FC-2 records on MCA
• List of all Indian places of business: name, address, type (BO/PO/LO), date of establishment, and ROC with which registered. Source: MCA records from original FC-1 registrations and any FC-2 amendments
• Share capital details of the foreign company: authorised capital, paid-up capital, currency. Source: the foreign parent’s latest accounts or company register
• Charge details (if applicable): details of any charges created on Indian assets of the foreign company (mortgages, hypothecations, pledges). Source: the charge register of the foreign company for its Indian assets
• Indebtedness details (if applicable): total indebtedness of the foreign company as at the year end. Source: the foreign parent’s latest balance sheet (whether audited or provisional)
• Digital Signature Certificate (DSC) of the authorised representative: valid Class 3 DSC of the authorised representative registered on the MCA. If the DSC has expired or the representative has changed, these must be rectified before FC-4 can be signed and filed

eForm FC-2 is the “Return of Alteration in Documents” filed within 30 days of any change in the foreign company’s details as originally filed in FC-1. Ideally, FC-2 is filed as changes happen throughout the year (within 30 days of each change). However, some companies delay FC-2 filings and then face the FC-4 deadline with MCA records that are out of date. In such cases, FC-2 must be filed BEFORE FC-4, because FC-4 must reflect the accurate, current position — and the MCA system needs to be updated through FC-2 before the FC-4 can correctly reflect the changes. Common FC-2 triggers:

• Director appointed or resigned from the board of the foreign company (including changes in designation or address of existing directors)
• Change in the company secretary of the foreign company
• Change in the authorised representative in India (appointment of new representative or resignation of existing)
• Change in the registered address of the foreign company in its home country
• Amendment to the charter documents (Memorandum of Association, Articles of Association or equivalent) of the foreign company
• Change in the name of the foreign company
• New place of business opened in India during the year (this would also require a new FC-1 for the new place of business)
• Existing place of business closed during the year (this requires an FC-5 — notice of cessation)

The penalties for failure to file eForm FC-4 are identical to those for FC-3 and other foreign company provisions, under Section 391 of the Companies Act, 2013:

• For the foreign company: fine of not less than Rs. 1 lakh and not more than Rs. 3 lakh
• For every officer of the foreign company who is in default (including the authorised representative): fine of not less than Rs. 25,000 and not more than Rs. 3 lakh
• For a continuing contravention: the company and every defaulting officer are subject to an additional fine of Rs. 50,000 per day for every day the contravention continues after the first adjudication

Note: the MCA’s adjudication process takes time to initiate, and many late FC-4 filings go unpenalised in practice. However, non-compliance creates a formal liability, impairs the foreign company’s MCA compliance record (visible to any party doing due diligence on the company’s Indian operations), and can complicate future filings, approvals, and banking relationships in India.

Annual Return for Foreign Companies — From Companies Act, 1956 to 2013

The requirement for foreign companies to file an annual return with the ROC existed under the Companies Act, 1956 (Section 600 onwards). The Companies Act, 2013 modernised and restructured these provisions, creating the current FC-series of forms under Chapter XXII (Companies Incorporated Outside India, Sections 379–393) and the Companies (Registration of Foreign Companies) Rules, 2014. The separation of the annual accounts (FC-3) from the annual return (FC-4) — with their different deadlines — was a feature of the 2013 Act’s framework, designed to allow the ROC to receive administrative corporate information (FC-4) more promptly than the financial accounts (FC-3), which depend on the completion of audit.

MCA21 V3 and Web-Based FC-4

The shift from PDF-based MCA forms to web-based forms under MCA21 Version 3 (rolled out from 2021–2023) significantly changed the eForm FC-4 filing experience. Web-based forms pre-populate data from the company’s MCA master records (director details, place of business information) where available, reducing manual data entry errors. The MCA21 V3 system also improved cross-referencing between FC-1, FC-2, FC-3, and FC-4 filings, making the ROC’s compliance monitoring of foreign companies more systematic. For companies that have kept their MCA records current through timely FC-2 filings, the FC-4 filing is significantly faster under MCA21 V3 because much of the data auto-populates from prior filings.