Liaison, Branch & Project Office Setup in India for Foreign Companies
A foreign company can operate in India without incorporating a subsidiary by setting up a Liaison, Branch or Project Office under FEMA. We handle the AD-bank / RBI approval, MCA registration and ongoing compliance end to end.
Get Expert Help
Expert calls back during business hours
What Is Liaison / Branch / Project Office Setup?
Understand the three structures before you choose one.
It is the way a foreign company sets up an official office in India — a liaison (representative) office, a branch office, or a project office — without forming a separate Indian company, under RBI / FEMA rules.
Under FEMA 1999 read with the FEM (Establishment in India of a Branch Office or Office or Other Place of Business) Regulations, 2016, a person resident outside India may establish an LO, BO or PO in India with permission of the Reserve Bank, granted through an AD Category-I bank (with certain sectors / applicants routed to RBI for prior approval).
Reserve Bank of India, acting through the Authorised Dealer (AD) Category-I bank of the applicant; MCA (Registrar of Companies) for the foreign-company registration and periodic filings.
A Liaison Office is typically approved for an initial period (commonly 3 years, extendable through the AD bank); a Project Office remains for the tenure of the project; a Branch Office continues subject to ongoing RBI / AD-bank compliance. Timelines and extensions are subject to the prevailing FEMA framework.
Quick Facts
Is This Service Right for You?
Ideal for
- Foreign parent companies exploring the Indian market before full entry
- Overseas businesses that need a representative / communication office in India
- Foreign companies executing a specific contract or turnkey project in India
- Foreign banks, airlines, shipping lines and specified sectors setting up a branch
- Groups that want an India presence without incorporating a subsidiary
- Exporters / importers needing a local branch for trading and support activities
You may need this if
- You want an India office but are not ready to set up a subsidiary company
- Your Indian activity is limited to liaison, market study or coordination
- You have won a project / contract in India that needs an on-ground office
- Your sector requires RBI approval to establish a branch or office
- You need to remit funds to / from the India office in a FEMA-compliant way
- You must file the Annual Activity Certificate and MCA foreign-company returns
Not sure if you need this?
Talk to an Expert →Why Set Up a Liaison, Branch or Project Office?
Each structure serves a different commercial purpose and carries a distinct activity scope and compliance load. Choosing correctly at the outset avoids FEMA and tax complications later.
-
01
Test the Indian Market
A Liaison Office lets a foreign company build relationships, gather market intelligence and represent the parent — without carrying on commercial activity or earning income in India.
-
02
Run Permitted Business
A Branch Office can undertake specified activities such as export / import of goods, professional or consultancy services, research, and representing the parent — within the scope approved by RBI / the AD bank.
-
03
Execute a Project
A Project Office is the natural structure when a foreign company secures a contract in India, giving it a compliant on-ground base for the duration of the project.
-
04
Stay FEMA-Compliant
Setting up under the correct FEMA route keeps inbound and outbound remittances, permitted activities and reporting fully within the law and reduces the risk of contravention.
-
05
Build Local Credibility
A registered India office signals commitment to customers, partners and authorities — useful when bidding, contracting and banking locally.
-
06
Avoid Subsidiary Overhead
For a defined or exploratory presence, an LO / BO / PO can be lighter than incorporating and maintaining a full Indian subsidiary.
Simple, Transparent Pricing
Custom quote for your case
Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.
Who Can Apply?
Eligibility checklist
- The applicant is a body corporate incorporated outside India
- A profit-making track record and net-worth threshold (as prescribed under the FEMA framework — indicative, verified case by case)
- The proposed activity falls within the permitted scope for an LO, BO or PO
- Application is routed through an AD Category-I bank (or to RBI for sectors / applicants requiring prior approval)
- A local authorised representative and a registered address in India
- No adverse regulatory record that would bar establishment under FEMA
Everything You Need. One Professional Team.
Structure Advisory
Assess your India plan and recommend the right structure — Liaison, Branch or Project Office.
Eligibility & Route Check
Confirm net-worth / track-record eligibility and whether your case is AD-bank route or RBI approval route.
Documentation
Prepare and attest the application, parent-company documents, board resolutions and undertakings.
AD Bank / RBI Filing
File with the AD Category-I bank and coordinate the RBI approval where required.
MCA Registration
Register the establishment with the Registrar of Companies via Form FC-1 within the prescribed period.
Bank Account & PAN
Assist with opening the office bank account, PAN, TAN and related registrations.
Annual Activity Certificate
Arrange the yearly AAC from a Chartered Accountant and file it with the AD bank / RBI.
Ongoing Compliance
Handle MCA annual returns (FC-3 / FC-4), tax filings and renewals / closure.
What You’ll Receive
Documents Required to Set Up an LO / BO / PO
Requirements differ by office type. Parent-company documents are generally attested / apostilled (and notarised) in the home country. Keep clear scans ready; the exact list is confirmed against your AD bank and sector.
Liaison Office (LO)
Representative office · no income- Certificate of Incorporation of the foreign company (attested / apostilled)
- Charter, MOA & AOA of the parent (English translation if needed)
- Audited financials of the parent for the prescribed period
- Board resolution to open a Liaison Office in India
- KYC of the applicant from its overseas banker
- Details & authorisation of the local representative
Branch Office (BO)
Permitted commercial activity- Incorporation documents & constitution of the parent (attested)
- Audited accounts and net-worth certificate of the parent
- Board resolution and description of proposed branch activities
- Bankers' report / KYC from the overseas AD bank
- Proposed India office address proof
- Power of attorney to the local authorised signatory
Project Office (PO)
Set up for a specific project- Copy of the contract / award for the India project
- Proof of project funding (inward remittance / bilateral / multilateral / term-loan route)
- Incorporation & constitution documents of the parent
- Board resolution to open a Project Office
- Details of the project, site and duration
- Authorisation of the local project representative
Attestation / apostille
Foreign documents (incorporation, MOA/AOA, board resolutions) usually need to be notarised and apostilled / consularised in the country of origin before submission.
AD bank is the gateway
Applications are filed through an AD Category-I bank. Certain sectors, applicants from specified countries, and specific activities are routed to RBI for prior approval.
A Liaison Office cannot earn income
An LO is limited to liaison / representation and must be fully funded by inward remittance from the parent — it cannot undertake commercial or trading activity in India.
MCA registration within 30 days
After establishing a place of business in India, the foreign company must register with the ROC by filing Form FC-1 within 30 days.
Don’t have all the documents?
We’ll identify what your case needs →How the Setup Works, Step by Step
From structure selection to RBI / AD-bank approval, MCA registration and ongoing compliance — fully managed.
Choose the right structure
We assess your India activity and net-worth / track-record position and recommend an LO, BO or PO.
Assemble & attest documents
Collect parent-company documents, get them notarised and apostilled / consularised, and prepare the FEMA application.
File through the AD bank
Submit the application to the AD Category-I bank; where required, the bank refers it to RBI for prior approval.
Obtain approval & UIN
On approval, the AD bank issues the approval letter and a Unique Identification Number (UIN) for the office.
Register with the ROC (Form FC-1)
Register the establishment with the Registrar of Companies via Form FC-1 within 30 days of setting up the place of business.
Complete banking & tax setup
Open the office bank account and obtain PAN, TAN and any activity-specific registrations.
Run ongoing compliance
File the Annual Activity Certificate, MCA annual returns (FC-3 / FC-4) and tax returns; manage renewals or closure.
Statutory & Processing Milestones
| Stage | Expected Time |
|---|---|
| Document attestation / apostille abroad | Varies by country |
| AD-bank processing (RBI-route cases referred onward) | As per AD bank / RBI |
| ROC registration — Form FC-1 | Within 30 days of establishment |
| Annual Activity Certificate (AAC) | Annually |
| MCA annual accounts (FC-3) & annual return (FC-4) | As prescribed under Companies Act |
Processing time depends on the AD bank, the sector, and whether prior RBI approval is required. Statutory filing deadlines (Form FC-1 within 30 days; annual AAC and FC-3 / FC-4) are legal obligations and are met as prescribed.
Key Dates — At a Glance
| Frequency | What Is Due |
|---|---|
| Annual | Annual Activity Certificate (AAC) from a CA to the AD bank / RBI · MCA annual accounts — Form FC-3 · MCA annual return — Form FC-4 · Income-tax return of the India office |
| Periodic | Report changes in office / activity to the AD bank · Renewal / extension of LO or PO where applicable · Comply with permitted-activity limits · Maintain FEMA-compliant remittance records |
| Event-Based | Intimate change of authorised representative or address · FEMA reporting on remittances to / from the office · Regulatory intimations on scope changes · Closure & remittance of surplus on winding up |
Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.
Doing It Yourself vs TaxClue
Doing It Yourself
- Decide between LO, BO and PO and test eligibility yourself
- Interpret the FEMA 2016 regulations and permitted-activity limits
- Get parent documents attested / apostilled in the right form
- Route the case correctly (AD bank vs RBI approval)
- File Form FC-1 with the ROC within the deadline
- Set up the Annual Activity Certificate and annual MCA returns
- Risk contravention if activities exceed the approved scope
With TaxClue
- Expert recommends the correct structure for your plan
- Eligibility and route assessed before you spend on filing
- Attestation / apostille checklist prepared for your country
- AD-bank and RBI coordination handled for you
- Form FC-1 and MCA filings completed on time
- AAC and annual compliance calendar managed
- Activities kept within the approved FEMA scope
Skip the guesswork.
Let an expert handle it →Common Mistakes That Delay Your Application
TaxClue reviews your documents before filing to reduce avoidable errors.
Ongoing Compliance After Setup
Annual
- Annual Activity Certificate (AAC) from a CA to the AD bank / RBI
- MCA annual accounts — Form FC-3
- MCA annual return — Form FC-4
- Income-tax return of the India office
Periodic
- Report changes in office / activity to the AD bank
- Renewal / extension of LO or PO where applicable
- Comply with permitted-activity limits
- Maintain FEMA-compliant remittance records
Event-Based
- Intimate change of authorised representative or address
- FEMA reporting on remittances to / from the office
- Regulatory intimations on scope changes
- Closure & remittance of surplus on winding up
Penalties & Consequences
What is at stake if you do not comply
- An LO, BO or PO operating beyond its permitted activity scope breaches FEMA
- A Liaison Office earning or invoicing income in India is a contravention
- Missing the 30-day Form FC-1 registration with the ROC is a Companies Act default
- Not filing the Annual Activity Certificate on time is an ongoing compliance breach
- Penalty of up to 3x the sum involved may apply under Section 13 of FEMA
Regulatory Updates 2025–26
- 2025: A foreign company sets up a Liaison, Branch or Project Office under FEMA with RBI/AD-bank approval through Form FNC.
- 2025: Late FEMA reporting attracts a Late Submission Fee (LSF) computed under the RBI framework.
Why Businesses Choose TaxClue
FEMA + Corporate Team
FEMA advisory and MCA / ROC compliance handled by one professional team.
Cross-Border Experience
Familiar with foreign-parent documentation, apostille and AD-bank practice.
Compliance-First
Activities kept within the approved scope to avoid contraventions.
Transparent Fees
A clear, itemised quote upfront — government charges at actuals.
Deadline Tracking
FC-1, AAC and annual MCA filings tracked so nothing slips.
End-to-End
From structure selection to banking, tax and annual compliance.
Your Documents Deserve Professional Care
- Documents handled by professionals under confidentiality
- Access limited to the team working on your file
- Communication over secure digital channels
- Documents retained only as long as needed for compliance
Frequently Asked Questions
What is the difference between a Liaison, Branch and Project Office?
Which law governs setting up these offices?
Do I need RBI approval or is the AD bank enough?
Can a Liaison Office earn income in India?
What is the Annual Activity Certificate (AAC)?
Does the foreign company have to register with the MCA?
What eligibility does the parent company need?
How long can a Project Office operate?
Can these offices be converted into a subsidiary later?
What taxes apply to a Branch or Project Office?
What happens if the office exceeds its approved activities?
What activities can a Branch Office carry on in India?
How long is a Liaison Office approval valid and can it be renewed?
What is Form FNC and how is the application filed?
How is a Project Office funded?
What happens when a Liaison, Branch or Project Office is closed?
Official Sources & Legal References
Every regulatory point on this page is drawn from primary law and official RBI / MCA sources. Verify directly:
- RBI — Master Direction on Establishment of Branch/Liaison/Project OfficeRBI framework for LO / BO / PO of foreign entities in India
- FEMA, 1999 & FEM (BO/Office) Regulations, 2016Primary law and establishment regulations · India Code
- MCA — Foreign Company Filings (FC-1/FC-3/FC-4)Registrar of Companies registration and annual filings for foreign companies
Related Guides
Branch Office of a Foreign Company
Read guide ArticleSetting Up Business Outside India
Read guide ArticleRestricted Transactions Under FEMA
Read guide ArticleRepatriation Rules Under FEMA
Read guide ArticleFDI Downstream Investment Rules
Read guide ArticleRBI Master Direction Updates 2025-26
Read guideLiaison / Branch / Project Office Setup Resources — All Free
Set Up Your India Office the Right Way
Liaison, Branch or Project Office — we advise on the structure, handle the RBI / AD-bank approval, complete MCA registration and manage ongoing compliance. Free consultation, no obligation.