May 12, 2021

A foreign company is an organization constituted and organized according to the legislation of its country of origin, in which it has its administrative headquarters. However, the taxation of a foreign company subsidiary in the country is identical to the local company.

In India, section 379 of the Companies Act, 2013 provides information for applying the law to foreign companies, were not less than fifty per cent. Of the paid-up share capital, whether equity or preference or partly equity and partly choice, of a foreign company are held by one or more citizens of India or by one or more companies or bodies corporate incorporated in India, or by one or more citizens of India and one or more companies or bodies corporate incorporated in India, whether singly or in the aggregate.

According to section 2 (42) foreign company means any company or body corporate incorporated outside India which a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and b) conducts any business activity in India in any other manner. Among the requirements foreseen in sections 379-380 for the installation of the foreign company in the country and documents to be delivered to the Registrar by foreign companies are: a) a certified copy of the company statute or memorandum and articles, such as an association memorandum (MoA), composition of association (AoA) and certificate of incorporation - all in English; b) full address of the company's registered office or principal; c) list of the directors and secretary of the company containing the data that can be prescribed; d) name and address of one or more persons residing in India authorized to accept on behalf of the company process services; e) the full address of the company's headquarters in India; f) details of opening and closing a business location in India on a previous occasion, and g) statement that none of the company's directors or authorized representative in India has ever been convicted or prevented from forming companies and management in India or abroad. Note that when any change is made or in the documents delivered to the Registrar, the foreign company must, within thirty days after such modification, deliver to the Registrar a declaration containing the data of the change in the form provided. Also, to register the Indian subsidiary of a foreign company, an authorized representative must be appointed by the company, responsible for the registration process and all communication with MCA in this regard. Finally, only upon obtaining a license from the Reserve Bank of India (RBI) subsidiary does the foreign company have permission to start operations.

In Brazil, foreign companies are regulated by the Civil Code in articles 1,134 to 1,141 and by Normative Instruction No. 81, of January 5, 1999, which provides for authorization requests for nationalization or installation of a branch the country.

According to article 1.134 of the Civil Code, the foreign company interested in settling in Brazil must obtain authorization from the Brazilian Executive Power, for that purpose it must prepare an application addressed to the Ministry of State for Industry, Commerce and Tourism, filed in the Department National Registry of Commerce. Once the installation and operation authorization has been granted, the foreign company must file with the Commercial Registry of the federative unit where the branch is located, which will be considered as its headquarters: I - proof that the company is following the laws of its country; II - full content of the contract or statute; III - list of members of all management bodies of the company, with name, nationality, profession, domicile and the value of each shareholding in the capital of the company; IV - a copy of the act that authorized the operation in Brazil and fixed the money destined for operations in the national territory; V - proof of appointment of the representative in Brazil, with express the reasonable possibility to accept the conditions required; and VI - the company's last balance sheet. Under article 1,135, the needs being taken, the Executive Branch will issue an authorization decree, which will contain the amount of capital allocated to operations in the country. Once these documents are filed, the registration will be made in a proper book for foreign companies, and in it will include: I - name, object, duration and headquarters of the company; II - location of the branch, branch or agency, in the country; III - date and number of the authorization decree; IV - capital allocated to operations in the country; V - identification of its permanent representative in Brazil. It is also necessary to list all partners or shareholders, accompanied by names, professions, domiciles, and shares or shares. Once legally authorized to operate in the country, the company will be subject to Brazilian laws and courts regarding the acts or operations that it practices in Brazil. Also, any changes that the authorized foreign company makes to its contract or statute, to take effect in Brazilian territory, will depend on the Federal Government's approval.

Therefore, there is a similarity of some essential data for requesting authorization from foreign companies to operate in the countries, such as the information of the company's components, the address of the place of operation in the country, the name and knowledge of the responsible local representative for responding to the company's legal issues and proof that the company complies with the laws of your country. In both cases, foreign companies with a branch in the country are subject to local laws and courts after being duly licensed.