Form FC-2: Complete Guide to Return of Alteration in Foreign Company Registration Documents
Form FC-2 is the web form filed with the Registrar of Companies to report a return of alteration in the documents originally filed for registration of a foreign company. It is governed by Section 380(3) of the Companies Act, 2013 read with Rule 3(4) of the Companies (Registration of Foreign Companies) Rules, 2014.
Like FC-1, this form is filed at the Delhi RoC, with a copy automatically routed to the RoC of the concerned state.
Who Should File FC-2 / When is it Filed
Any foreign company that undergoes any of the following changes must file FC-2 within 30 days of the alteration:
- Alteration in charter, statute, memorandum of association, articles of association, or name
- Alteration in the registered or principal office in the country of incorporation
- Change of address in India, closure of an Indian place of business, intimation of a new place of business, change in office type, or change in business activity type
- Alteration in directors or secretary
- Alteration in the particulars of the company’s authorised representative(s)
Important Checkpoints Before Filing
- Applicant must be registered on the MCA portal before filing
- The company must be registered with MCA and hold a valid Foreign Company Registration Number (FCRN)
- The business user must be associated with, or authorised by, the company to e-file on its behalf
- The signing person must hold a valid, non-expired, non-revoked DSC
- Signatories must hold an approved DIN or valid PAN or Membership number
- The DSC of authorised signatories must be registered on the MCA portal against the DIN/PAN/Membership number provided
- The DIN/PAN/Membership number entered must be associated with the FCRN under the selected designation
- The certifying professional’s membership/certificate of practice number must be valid, and the professional must not be debarred (not applicable to advocates)
- The signing director’s DIN must not be flagged for disqualification
- Dates entered must be on or after the date of establishment of the principal place of business in India (except date of birth), and generally on or before the system date (except the approval validity date in field 11(e))
- For resubmission: original application (with linked forms, if any) must be in Application History and T+15 days (T = date marked ‘Resubmission Required’) must not have elapsed
Step-by-Step Filing Process
- Login to MCA portal → MCA Services → E-Filing → Company Forms Download
- Navigate to “Filing by Foreign companies”
- Access “Return of alteration in the documents filed for registration of foreign company (FC-2)”
- Enter/search/select FCRN
- Fill up the application, detailing the specific alteration(s)
- Optionally save as draft
- Submit the webform and note the SRN
- Affix DSC
- Upload the DSC-affixed PDF on MCA portal
- Pay Fees
- Receive acknowledgement
Signing Requirements
- Digitally signed by an authorised signatory with an approved DIN or valid PAN/Membership number
Fee Structure
A flat fee of ₹6,000 applies to FC-2, as per the Companies (Registration Offices and Fees) Rules, 2014.
Additional (Delay) Fee
Event date: the earliest of the various alteration/effective/cessation/appointment dates entered across the form’s fields (e.g., date of alteration, effective date of alteration, date of cessation of office, date of appointment); time limit: 30 days.
| Period of Delay | Additional Fee |
|---|---|
| Up to 30 days | 2× normal fee |
| More than 30 up to 60 days | 4× normal fee |
| More than 60 up to 90 days | 6× normal fee |
| More than 90 up to 180 days | 10× normal fee |
| More than 180 days | 12× normal fee |
Processing Mode
Form FC-2 is processed in Non-STP mode — every filing is reviewed manually.
Useful Links
Frequently Asked Questions (FAQs)
Q1. What kinds of changes trigger an FC-2 filing? Alterations to the charter/memorandum/articles/name, registered office in the home country, Indian place of business or activity type, directors/secretary, or authorised representatives.
Q2. What is the filing deadline for FC-2? Within 30 days of the alteration.
Q3. What is the filing fee? A flat ₹6,000, with an escalating delay fee schedule if filed late.
Q4. How is the delay-fee event date determined when multiple alterations are reported together? It is the earliest of the various alteration/effective/appointment/cessation dates entered across the form’s fields.
Q5. Is FC-2 processed automatically? No, it is always processed in Non-STP mode with manual review.
Disclaimer
This article is based on the official Instruction Kit for Form FC-2 published by the Ministry of Corporate Affairs (MCA), Government of India. While every effort has been made to ensure accuracy, the content is intended for general guidance purposes only. MCA forms, rules, and fee structures are subject to change through amendments to the Companies Act, 2013 or notifications issued thereunder.
In case of any inconsistency or doubt, readers are advised to refer to the official MCA forms download page and resources available on the MCA website.