Branch Office Registration Of Foreign Company In India

A foreign company’s branch office can start full-fledged operations in India after obtaining permission from the RBI and registration with the ROC. Setindiabiz offers expertise in establishing a Branch Office, Tax Filings, and payroll.

The process of Branch Office Registration in India

Establishing a Branch Office in India is an entirely online process that involves preparing and legalising documents and filing the FNC-1 application with the RBI through an Authorised Dealer (AD) Bank. The AD bank is an intermediary between the RBI “Regulator” and the applicant “Foreign Company”. After the permission to establish the branch office is granted, the foreign company then registers with the ROC. Following are the logical steps that you should take to establish a Branch Office in India.

  • 2024

  • STEP 1 Eligibility Check & Documentation

    The first step should be to check the eligibility of the foreign company and arrange all the required documents for Branch Office Registration in India. We can assist with drafting the Documents are required to file the application and seek the approval of the RBI. After the documents are properly drafted, the same needs to be legalised by a Notary Attestation in case the applicant is from a Commonwealth Country or Appostile in case the applicant country is party to the Hague convention. In all other cases, the documents originating or executed in a foreign country would require attestation by the Indian Embassy or Couselete office.

  • STEP 2 – Filing FNC-1 Form to seek RBI Approval

    The Reserve Bank of India is the regulatory authority that issues permission to establish a Branch Office in India. For that purpose, the application is filed in Form FNC-1, along with all the supporting documents. The AD Bank verifies the applicant’s KYC and examines the application for completeness. In the process, the AD Bank may seek clarification or change some documents.

  • STEP 3 – Approval of RBI for Branch Office Registration in India

    In general, the AD Bank is authorised by the RBI to approve the application for the establishment of the Branch office and then submit the application for the generation of a unique identification number (UIN) for the Branch Office, provided the applications are for the sector where 100% FDI is permitted. However, in the following situation, the RBI conducts a comprehensive review of the application and grants its permission on a case-to-case basis.

  • 2024

  • STEP 4 – Registration of the Branch Office with the ROC

    Once the AD Bank or the RBI grants permission to establish the Branch Office, the next step is to register it with the Registrar of Companies (ROC) within 30 days of the approval. The application to ROC is filed in form FC-1 along with the foreign company’s documents and the RBI’s permission.

  • STEP 5 – Other Registrations and Licences

    Depending on the nature of business activities and the location of the office of the Branch office, the Branch Office may need some specific registrations or licences such as Shops and Establishment Registration, Professional Tax Registration, Registration with the Labour Welfare Fund (LWF) etc, FSSAI or Drug Licences etc. EPF Registration, ESI Registration.

Annual ROC Returns by the Branch Office

Statutory Audit

The foreign company's branch office is considered a Permanent Establishment (PE) and thus comes within the scope of the Statutory Audit under section 139 of the Companies Act. The FEMA Regulations also require the filing of the Annual Activity

Form FC-4

Every branch office of a foreign company established in India must file an annual return with the ROC within 60 days of the end of the financial year, i.e., 30 May of the current year for the previous financial year. The FC-4 filing provides general operational information of the branch office to the ROC on a year-to-year basis.

Form FC-3:

The financial statement of the branch office, duly audited by a practising chartered accountant, is filed with the ROC in prescribed form FC-3 within six months of the close of the financial year. The due date for the previous financial year for filing the FC-3 is 30 September.