ICAI Firm Regn. No. 010699SMon–Sat, 9:00 AM – 7:00 PM
NRI & International

Liaison, Branch & Project Office Registration

A foreign company that wants a presence in India without incorporating a subsidiary can open a liaison office, a branch office or a project office. Each is allowed to do different things, and each has eligibility conditions and annual reporting. RITS & Associates prepares the application through the AD bank, registers the office with the Registrar of Companies, and handles the yearly Annual Activity Certificate and tax filings.

Updated September 2026ICAI FRN 010699S3-minute read

Which office fits

Liaison, branch and project offices compared
PointLiaison officeBranch officeProject office
What it can doRepresent the parent, promote its products, act as a communication channel — no business incomeSpecified activities such as export/import, consultancy, research, representing the parentExecute a specific contracted project
IncomeNone — expenses met from remittances from the parentBusiness income, taxed in India as a foreign companyProject income, taxed in India
ValidityUsually 3 years, renewableNo fixed termLife of the project

When RBI approval is needed

Most applications are approved by the AD bank. Prior RBI approval is needed where the applicant is from Pakistan; where the applicant is from Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong Kong or Macau and the office is to be in Jammu & Kashmir, the North East region or the Andaman & Nicobar Islands; where the principal business is defence, telecom, private security or information and broadcasting; and for non-profit organisations and foreign government bodies. Applicants from these countries also register with the state police.

RBI issued draft regulations in October 2025 that would remove the profit and net-worth tests and simplify additional offices. They had not been finalised when this page was written; we confirm the current rules before every application.

Documents required

  • Certificate of incorporation and constitutional documents of the foreign company — apostilled or consularised.
  • Audited financial statements for the last three or five years, depending on the office.
  • Board resolution approving the office and appointing the authorised representative.
  • Letter of comfort from the parent, if the applicant relies on its parent's financials.
  • Details of the proposed activities and office address in India.
  • Passport and address proof of the authorised representative.

The process

  1. Eligibility check

    Profit track record and net worth against the relevant test, and whether RBI approval is needed.

  2. Form FNC

    The application is filed through the AD bank with the supporting documents.

  3. Approval and UIN

    The bank, or RBI, approves and a unique identification number is allotted.

  4. Register with the ROC

    Form FC-1 is filed within 30 days of establishing the place of business.

  5. PAN, bank account and GST

    The office obtains its PAN and opens its bank account; GST and TDS registrations where needed.

Annual compliance

Recurring obligations
ObligationWhen
Annual Activity Certificate (as at 31 March) to the AD bank — and, for LO and BO, to the tax authorityBy 30 September
Audited accounts and FC-3/FC-4 filings with the ROCAs the Companies (Registration of Foreign Companies) Rules require
Income-tax return (BO and PO) and prescribed statements for LOBy the due dates each year
Renewal of liaison office approvalBefore expiry

Practical notes from our engagements

  • Liaison office earning income. An LO that invoices or earns fees in India risks being treated as a branch or a permanent establishment. Keep its activities within the approval.
  • AAC filed late. The Annual Activity Certificate is due by 30 September. Late filing can attract late fees and restrictions from the bank.
  • FC-1 overlooked. Registration with the ROC is separate from RBI approval, and is due within 30 days.

How we handle LO, BO and PO set-up

We check eligibility against the parent's financials, prepare the FNC application and supporting documents, register the office with the ROC, and then handle the Annual Activity Certificate, accounts and tax filings each year.

Frequently asked questions

What is the difference between a liaison office and a branch office?

A liaison office can only represent the parent and can't earn income in India. A branch office can carry on specified business activities and is taxed on its Indian income.

Who approves a liaison or branch office?

The AD bank, in most cases. Prior RBI approval is needed for applicants from certain countries, certain sectors, non-profits and foreign government bodies.

What are the eligibility conditions?

For a liaison office, profit in each of the last three years and net worth of at least USD 50,000; for a branch office, profit in each of the last five years and net worth of at least USD 100,000. A parent's letter of comfort can support a subsidiary that doesn't meet them.

When is the Annual Activity Certificate due?

By 30 September each year, for the position as at 31 March.

Does the office need to register with the ROC?

Yes. Form FC-1 is filed within 30 days of establishing a place of business in India.

Not sure which service fits?

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