With our experience in assisting foreign companies set up a liaison office in India, following are the FAQ's
How can foreign companies open Liaison /Branch office in India?
Foreign companies/entities desirous of setting up of Liaison Office / Branch Office (LO/BO) are required to submit their application in prescribed form along with the documents mentioned therein to Reserve Bank of India, Mumbai through an Authorised Dealer bank.
B. The applications from such entities in Form will be considered by the Reserve Bank under two routes:
- Reserve Bank Route - Where principal business of the foreign entity falls under sectors where 100 per cent Foreign Direct Investment (FDI) is permissible under the automatic route.
- Government Route - Where principal business of the foreign entity falls under the sectors where 100 per cent FDI is not permissible under the automatic route. Applications from entities falling under this category and those from Non - Government Organisations / Non - Profit Organisations / Government Bodies / Departments are considered by the Reserve Bank in consultation with the Ministry of Finance, Government of India.
C. The following additional criteria are also considered by the Reserve Bank while sanctioning Liaison/Branch Offices of foreign entities:
- For Branch Office - a profit making track record during the immediately preceding five financial years in the home country.
- For Liaison Office - a profit making track record during the immediately preceding three financial years in the home country.
What are the permitted activities of Liaison Office/ Representative Office?
A Liaison Office (also known as Representative Office) can undertake only liaison activities, i.e. it can act as a channel of communication between Head Office abroad and parties in India. It is not allowed to undertake any commercial activity in India and cannot earn any income in India. Expenses of such offices are to be met entirely through inward remittances of foreign exchange from the Head Office outside India. The role of such offices is, therefore, limited to collecting information about possible market opportunities and providing information about the company and its products to the prospective Indian customers. A Liaison Office can undertake the following activities in India:
- Representing in India the parent company / group companies.
- Promoting export / import from / to India.
- Promoting technical/financial collaborations between parent/group companies and companies in India.
- Acting as a communication channel between the parent company and Indian companies.
Can Foreign Insurance Companies / Banks set up Liaison Office in India?
Foreign Insurance companies can establish Liaison Offices in India only after obtaining approval from the Insurance Regulatory and Development Authority (IRDA). Similarly, foreign banks can establish Liaison Offices in India only after obtaining approval from the Department of Banking Operations and Development (DBOD), Reserve Bank of India.
What is the procedure for setting up Branch office?
Permission for setting up branch offices is granted by the Reserve Bank of India, Mumbai. Reserve Bank of India considers the track record of the applicant company, existing trade relations with India, the activity of the company proposing to set up office in India as well as the financial position of the company while scrutinizing the application.
What are the permitted activities of Branch Office?
Branch Offices are permitted to represent the parent / group companies and undertake the following activities in India:
- Export / Import of goods.
- Rendering professional or consultancy services.
- Carrying out research work, in areas in which the parent company is engaged.
- Promoting technical or financial collaborations between Indian companies and parent or overseas group company.
- Representing the parent company in India and acting as buying / selling agent in India.
- Rendering services in information technology and development of software in India.
- Rendering technical support to the products supplied by parent/group companies.
- Foreign airline / shipping company.
Normally, the Branch Office should be engaged in the activity in which the parent company is engaged.
A. Retail trading activities of any nature is not allowed for a Branch Office in India.
B. A Branch Office is not allowed to carry out manufacturing or processing activities in India, directly or indirectly.
c. Profits earned by the Branch Offices are freely remittable from India, subject to payment of applicable taxes.
Whether Branch Offices are permitted to remit profit outside India?
Branch Offices are permitted to remit outside India profit of the branch net of applicable Indian taxes, on production of the following documents to the satisfaction of the Authorised Dealer through whom the remittance is effected :
A Certified copy of the audited Balance Sheet and Profit and Loss account for the relevant year;
A Chartered Accountant's certificate certifying -
- the manner of arriving at the remittable profit
- that the entire remittable profit has been earned by undertaking the permitted activities
- that the profit does not include any profit on revaluation of the assets of the branch.
What are the documents to be submitted to the AD bank at the time of closure ofthe Liaison/ Branch Office?
At the time of winding up of Branch/Liaison offices, the company has to approach the designated AD Category - I bank with the following documents:
- Copy of the Reserve Bank's permission/ approval from the sectoral regulator(s) for establishing the BO / LO.
- No-objection / Tax Clearance Certificate from Income-Tax authority for the remittance/s.
- Confirmation from the applicant/parent company that no legal proceedings in any Court in India are pending and there is no legal impediment to the remittance.
- A report from the Registrar of Companies regarding compliance with the provisions of the Companies Act, 1956, in case of winding up of the Office in India.
- Any other document/s, specified by the Reserve Bank while granting approval.
What is the procedure for setting up Project Office?
The Reserve Bank has granted general permission to foreign companies to establish Project Offices in India, provided they have secured a contract from an Indian company to execute a project in India, and
- the project is funded directly by inward remittance from abroad; or
- the project is funded by a bilateral or multilateral International Financing Agency; or
- the project has been cleared by an appropriate authority; or
- a company or entity in India awarding the contract has been granted Term Loan by a Public Financial Institution or a bank in India for the project.
However, if the above criteria are not met or if the parent entity is established in Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran , China, Hong Kong or Macau, such applications have to be forwarded to the Foreign Exchange Department, Reserve Bank of India, Central Office, Mumbai for approval.
What are the bank accounts permitted to a Project Office?
AD Category - I banks can open non-interest bearing Foreign Currency Account for Project Offices in India subject to the following:
- The Project Office has been established in India, with the general / specific permission of Reserve Bank, having the requisite approval from the concerned Project Sanctioning Authority concerned.
- The contract, under which the project has been sanctioned, specifically provides for payment in foreign currency.
- Each Project Office can open two Foreign Currency Accounts, usually one denominated in USD and other in home currency, provided both are maintained with the same AD category-I bank.
- The permissible debits to the account shall be payment of project related expenditure and credits shall be foreign currency receipts from the Project Sanctioning Authority, and remittances from parent/ group company abroad or bilateral / multilateral international financing agency.
- The responsibility of ensuring that only the approved debits and credits are allowed in the Foreign Currency Account shall rest solely with the branch concerned of the AD. Further, the Accounts shall be subject to 100 per cent scrutiny by the Concurrent Auditor of the respective AD banks.
- The Foreign Currency accounts have to be closed at the completion of the Project.
What are the general conditions applicable to Liaison / Branch / Project Office of foreign entities in India?
The general conditions applicable to Liaison/Branch/Project Office of foreign entities in India are as under;
- Without prior permission of the Reserve Bank, no person being a citizen of/ registered in Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong Kong or Macau can establish in India, a Branch or a Liaison Office or a Project Office or any other place of business.
- Proprietary concerns set up abroad are not allowed to establish Branch /Liaison/Project Offices in India.
- Entities from Nepal are allowed to establish only Liaison Offices in India.
- Branch/Project Offices of a foreign entity, excluding a Liaison Office are permitted to acquire property for their own use and to carry out permitted/incidental activities but not for leasing or renting out the property. However, entities from Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran, Bhutan or China are not allowed to acquire immovable property in India even for a Branch Office. These entities are allowed to lease such property for a period not exceeding five years
- Branch / Liaison / Project Offices are allowed to open non-interest bearing INR current accounts in India
- Powers relating to transfer of assets of Liaison / Branch Office/Project Office have been delegated to AD Category-1 Banks subject to compliance with certain stipulations as mentioned in A.P.DIR (Series Circular) No. 142 dated June 12, 2014.
- Authorised Dealers can allow term deposit account for a period not exceeding 6 months in favor of a branch/office of a person resident outside India provided the bank is satisfied that the term deposit is out of temporary surplus funds and the branch / office furnishes an undertaking that the maturity proceeds of the term deposit will be utilised for their business in India within 3 months of maturity. However, such facility may not be extended to shipping/airline companies.
- Permission to establish offices, in India by foreign Non-Government Organisations/Non-Profit Organisations/Foreign Government Bodies/Departments, by whatever name called, are under the Government Route as specified in A. P. (DIR Series) Circular No. 23 dated December 30, 2009. Such entities are required to apply to the Reserve Bank for prior permission to establish an office in India, whether Project Office or otherwise.
G. The existing LO/BO/PO shall henceforth report the information as per above mentioned Annex along with the copy of Annual Activity Certificate/Annual report to DGP of state concerned and also file a copy of the same with AD bank
E. Liaison/Branch offices have to file an Annual Activity Certificate (AACs) from the Auditors, as at end of March 31, along with the audited Balance Sheet on or before September 30 of that year, stating that the Liaison Office has undertaken only those activities permitted by Reserve Bank of India. In case the annual accounts of the LO/ BO are finalized with reference to a date other than March 31, the AAC along with the audited Balance Sheet may be submitted within six months from the due date of the Balance Sheet.
LOs/BOs are required to furnish copy of the Annual Activity Certificate (AAC) to Director General of Income Tax (International Taxation), Drum Shaped Building, I.P. Estate, New Delhi 110002.Copies of the AACs submitted to the DGIT (International Taxation) should be accompanied by audited financial statements including receipt and payment account.
Further, at the time of renewal of permission of LOs by AD banks, they may note to endorse a copy of each such renewal to the office of the DGIT (international Taxation).
For any further Questions that you may have, please feel free to write to us on LO@kdpaccountants.com
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