What Are Forms FC-3 and FC-4?
Form FC-3 and Form FC-4 are the two recurring annual filings a foreign company must make with the Registrar of Companies (ROC) once it has established a place of business in India — a Branch Office, Liaison Office, or Project Office — and has completed its initial registration on Form FC-1. Where FC-1 is a one-time filing at the point of entry, FC-3 and FC-4 repeat every financial year for as long as the foreign company's Indian place of business exists.
Form FC-3 covers the foreign company's annual accounts — its financial statements together with a list of every place of business it has established in India. Form FC-4 covers the annual return — particulars of promoters, directors, key managerial personnel, meetings held, and members or debenture holders. Both are filed on the MCA21 portal and both attach to the same Foreign Company Registration Number (FCRN) issued at the time of FC-1.
Legal Basis
- Section 381 of the Companies Act, 2013 — read with Rule 6 of the Companies (Registration of Foreign Companies) Rules, 2014 — governs Form FC-3. The MCA's own instruction kit for the form cites it as filed "pursuant to Section 381 of the Companies Act, 2013 read with Rule 6 of the Companies (Registration of Foreign Companies) Rules, 2014."
- Section 384(2) of the Companies Act, 2013 — read with Rule 7 of the Companies (Registration of Foreign Companies) Rules, 2014 — governs Form FC-4. MCA's instruction kit for the form states the obligation as: "Every foreign company shall prepare and file annual return of the company within sixty days from the close of financial year and notify the same to RoC along with the prescribed fees as they stood at the close of the financial year."
- Rule 4(2)(a)-(c) of the Companies (Registration of Foreign Companies) Rules, 2014 — governs three statements that accompany FC-3: related-party transactions, repatriation of profits, and transfer of funds. The FC-3 instruction kit labels each of those attachments by that rule.
- Section 2(42) of the Companies Act, 2013 — defines the "foreign company" that these filing obligations attach to.
Form FC-3: Annual Accounts
Deadline
A foreign company must file its financial statements within six months of the close of its financial year. The Registrar has discretion to extend this by a further period, but the extension is capped: "the Registrar can extend the said period to not more than three months on application made in writing." There is no automatic extension — it takes a written application from the foreign company, made through its authorised representative in India, and the Registrar decides whether to grant it.
What FC-3 Requires
The attachments to Form FC-3, per the MCA's instruction kit, are:
- Copy of the latest consolidated financial statement of the parent company — mandatory
- Copy of the balance sheet and profit and loss account, duly authenticated under Section 381(1) — mandatory
- Statement of related-party transactions, per Rule 4(2)(a) — mandatory
- Statement of repatriation of profits, per Rule 4(2)(b) — the kit marks this optional
- Statement of transfer of funds, per Rule 4(2)(c) — the kit marks this optional
Alongside the accounts, FC-3 also carries a current list of every place of business the foreign company has established in India as on the date of the balance sheet — so a foreign company that has opened a second branch office mid-year must reflect that in the FC-3 it files for that year.
Form FC-4: Annual Return
Deadline
Form FC-4 is due within sixty days of the close of the financial year — a materially shorter window than FC-3's six months. A foreign company running both filings off the same year-end has to have its FC-4 particulars ready first, well before the accounts are finalised for FC-3.
What FC-4 Requires
The attachments to Form FC-4, per the MCA's instruction kit, are:
- Details of promoters, directors, and key managerial personnel, and changes in them since the close of the previous financial year — mandatory
- Details of directors and key managerial personnel and their remuneration — mandatory
- Details of meetings of members (or a class of them), the board, and its committees, including attendance — mandatory
- Particulars of members and debenture holders, and changes in them since the close of the previous financial year — mandatory
- Details of any penalties, punishments, or compounding of offences — the kit marks this optional
The FC-4 instruction kit is direct about who signs: the webform "shall be digitally signed by the authorized representative of the foreign company," and the Income Tax PAN of that representative is entered alongside the signature.
Fees
Form FC-4 carries the standard MCA government fee of INR 6,000, with additional fees for delayed filing on the same slab used elsewhere in the MCA21 system: 2× the normal fee for delay up to 30 days, 4× for 31-60 days, 6× for 61-90 days, 10× for 91-180 days, and 12× beyond 180 days. The FC-3 instruction kit does not separately state its own fee schedule; foreign companies should confirm the fee shown on the MCA21 portal at the time of filing rather than assume it matches FC-4's.
Why This Matters for a Foreign Company
FC-1 gets a foreign company registered. FC-3 and FC-4 are what keep that registration in good standing every year afterward. A foreign company that files FC-1 correctly but then misses its FC-3 or FC-4 deadlines still accumulates ROC non-compliance — the same category of exposure covered under Section 392 penalties for the foreign company chapter of the Companies Act, 2013. Two details catch foreign companies most often:
- The two deadlines don't move together. FC-4's 60-day window arrives long before FC-3's six-month window closes. Treating both as a single "year-end filing" task risks missing FC-4 while still preparing for FC-3.
- FC-3's extension is capped and not automatic. A foreign company that expects its consolidated parent-company accounts to be delayed needs to apply in writing before the six months run out — and the Registrar cannot grant more than three additional months in any event.
When MCA's new Registrar and Regional Director offices went live on 16 February 2026, the Ministry advised stakeholders that "all Foreign companies who have their place of business in India will be mapped from ROC Delhi to ROC Delhi I." Authorised representatives filing FC-3 or FC-4 should confirm their FCRN is showing under that office on the MCA21 portal.
Practical Example
A German engineering firm's branch office in India closes its financial year on 31 March. Its FC-4 annual return — director and KMP details, meeting records, member particulars — is due by 30 May, sixty days later. Its FC-3 annual accounts, which depend on the German parent's own consolidated financial statements being finalised, are due by 30 September, six months later. If the parent's audit is running late, the branch's authorised representative in India must apply in writing to ROC Delhi I for an extension — capped at three more months, taking the outer deadline to 31 December. Filing FC-4 on time does not excuse a late FC-3, and vice versa; each form runs on its own statutory clock.
Frequently Asked Questions
Do FC-3 and FC-4 apply to Liaison Offices and Project Offices, or only Branch Offices?
The obligation attaches to the foreign company's registration, not to the office label. A Branch Office, Liaison Office or Project Office registered on Form FC-1 holds a Foreign Company Registration Number, and the FC-3 and FC-4 webforms are filed against that FCRN — so the filings run for as long as the FCRN is active, whatever the office earns.
What happens if a foreign company misses the FC-3 six-month deadline and the three-month extension?
Once both the initial six months and the maximum three-month extension have lapsed without the accounts being filed, the foreign company has no further statutory route to delay FC-3 — the filing becomes overdue, exposing it to additional fees and the non-compliance consequences that attach to Chapter XXII of the Companies Act, 2013.
Can Form FC-4 be filed before Form FC-3 for the same financial year?
Yes, and in practice it usually is. FC-4's sixty-day deadline falls well before FC-3's six-month deadline, so a foreign company ordinarily files its annual return first and its annual accounts later in the same filing cycle.
Who signs Forms FC-3 and FC-4 on behalf of the foreign company?
The authorised representative resident in India — the same person named on the original Form FC-1 — signs both forms using a valid Digital Signature Certificate. The FC-4 instruction kit requires this representative to hold an Income Tax PAN; it does not require a separate Company Secretary certification.
Does a change in the foreign company's India office address get reported on FC-3 or FC-4?
No. A change in the particulars originally filed with FC-1 — including office address, authorised representative, or directors — is reported on Form FC-2 within thirty days of the change. FC-3 and FC-4 report the year's accounts and return; they are not the vehicle for alteration filings.
See also: Form FC-1 (Foreign Company Registration), Foreign Company (Section 2(42)), and Branch Office.
Need help staying current on FC-3 and FC-4 deadlines? Beacon Filing manages ongoing MCA compliance for foreign companies operating in India.