Friday, October 19, 2007

Companies Act_practical problems_9

As per provisions of the Companies Act, 1956, what is the status of XYZ Ltd., a company incorporated in London, U.K., which has a share transfer office at Mumbai ?

As per section 591, a company shall be a foreign company if –

(a) it is incorporated outside India; and
(b) it has established a place of business in India.

The answer to the given problem is as follows :

(i) A share transfer office or share registration office constitutes a place of business (Section 602). Since, the company incorporated outside India has a share registration office at Bombay, it is clear that the company has established a place of business in India and is therefore a foreign company.

(ii) In this case, Indian citizens have formed a company outside India. Since, the company has not established any lace of business in India, the company cannot be said to be a foreign company. The fact that Indian citizens have formed a company in a foreign country is immaterial in deciding whether the company is a foreign company or not.

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