A liaison office, also known as a representative office, serves as a conduit for communication between the parent company's overseas parties and those in India. In order to investigate and facilitate business opportunities in India, foreign corporations register liaison offices in India.
Such an office serves as a conduit for communication. It encourages the import and export of goods to and from India, as well as the financial and technical involvement of foreign parents and group companies, market research, feedback, and other activities. Liaison offices provide an opportunity that is valued by foreign investors. It limits their financial, legal, and administrative duties while enabling foreign investors to explore the Indian market and create a rapidly expanding market.
Permitted Activities of Liaison Office in India
- Create a good line of communication between the Indian parties and the foreign head company in order to open up new markets.
- fostering of international trade links between nations
- Establish a technical and financial alliance between Indian and foreign businesses.
- In India, represent the overseas parent firm.
Numerous international corporations are eager to make investments in the Indian market because of India’s economy as it is one of the fastest growing and most advanced in the world. As a result, they are always anticipating opening their liaison office in India.
Important points to consider before registering Liaison office in India
Requirement for Net Worth
A parent company's auditors certify its financial worth, which must exceed $50,000, and its positive track record for the previous three years in a succession.
Not a Single Activity That Generates Income
Since the liaison office is not permitted to produce any revenue in India, the parent firm finances all of the liaison office's operations.
Name and the New Extra Liaison Office
The name ought to be comparable to the overseas parent company's name. Every new liaison office also requires a fresh clearance from the Reserve Bank of India, along with a thorough reason.
Route of RBI Approval for Liaison office set up in India
Automatic route
The RBI or the Indian government do not require prior approval for prospective entity applicants using the automated procedure. Thus, these are the industries that permit 100% FDI. Furthermore, many applicants are nationals of nations with which India has no physical boundaries for Liaison office set up in India
Approval Route
- The application is for opening a BO/LO/PO in Jammu and Kashmir, Andaman and Nicobar Islands; and North East region; 2. The applicant company is headquartered in, or an applicant is a citizen of, Pakistan, China, Sri Lanka, Iran, Afghanistan, Bangladesh, Hong Kong, or Macau.
- The four industries that comprise the main business activity are broadcasting, telecom, defense and information, and private security.
- An NGO is the applicant.
List of Documents for Liaison Office Registration
Documents required from Parent Company
- Certificate of Incorporation/Registration of Foreign Company
- Memorandum of Association
- Article of Association
- Complete details of Directors
- Complete details of shareholders of the applicant company
- Net worth certificate attested by Certified Public Accountant (CPA)
- Audited financial statement of the last three years
- Applicant’s banker’s report
Documents required from the proposed authorized signatory
- 5 Passport size photos
- 5 copies of passport
- Business visa with immigration stamp of arrival
- 5 copies of national identity card
- Address Proof (Bank Statement/ Electricity / Water Bill / Phone Bill)
- Board resolution while appointing the AR
- Power of attorney in the name of AR
Eligibility Criteria for Liaison Office Registration in India
The Foreign Exchange Management Regulations, 2016 control how a foreign corporation establishes its place of operation. Therefore, in order to establish a liaison office in India, it is crucial that you meet the requirements listed below:
- Generating revenue is not allowed.
- The overseas head office's net worth must be more than $50,000.
- A positive track record of the applicant company's previous three years is necessary.
Drafting of Government Forms and Documents
- correctly completed Form FNC
- A copy of the articles of association and memorandum of association, both attested by the notary public in the nation of registration, as well as the certificate of incorporation or registration. If the original certificate is not in English, it can be translated into the language, notarized, and cross-checked/attested by the Indian Embassy or Consulate in the country of origin.
- the applicant company's audited balance sheet for the last five years, An Account Statement certified by a Certified Public Accountant (CPA) or any Registered Accounts Practitioner by any name, clearly demonstrating the net worth, may be presented if the laws/regulations of the applicant's home country do not insist on an audit of the accounts.
- Report from the applicant banker in the host country / country of registration showing the number of years the applicant has had banking relations with that bank.
- Power of Attorney in favour of signatory of Form FNC in case the Head of the overseas entity is not signing the Form FNC.
Liaison Office Registration Process in India
- Application for digital signature of authorised signatories.
- Filling of application with RBI through AD bank
- Verification of KYC from banker of parent company
- Approval of RBI for Liaison Office registration in India
- Registration of Liaison office with ROC
- PAN Card, Tax Deduction Number and bank account opening
- GST registration & IEC
Filling of Application with RBI through AD Bank
- An application for a liaison office is submitted to the FNC by a foreign corporation. The Reserve Bank of India (Authorized Dealer) receives the application through AD Bank. Since all communication with the RBI is channeled through the AD bank, they serve a vital role.
- KYC verification by the parent company's banker. A request for a document review is made to the foreign company's banker. Swift-based verification is the process of submitting requests for verification.
- After the paperwork has been verified by the foreign lender, the application is forwarded to the RBI for approval. Depending on the situation, the RBI may also ask for additional documentation.
Approval of RBI for Liaison Office Registration in India
A particular policy is followed for approving the liaison office in India by the AD Banker. Priority is given to the cases where the automatic route is not available.
Registration of Liaison Office with ROC
- The company opens a bank account after it is incorporated, and the FDI must arrive with notice to the banker and within 180 days of the business's formation.
- Opening a bank account, PAN card, and tax deduction number
- The PAN number is a unique ten-digit number that is issued by the Indian income tax department. The liaison office can open its bank account once it has the PAN number. In order to comply with all TDS regulations, each taxpayer needs to get a Tax Deduction Account Number.
- IEC & GST Registration
Permissible debits and credits from bank account
The following are approved credits in a bank account:
- Money received from Head Office via regular banking procedures to cover office expenses;
- Reimbursement of security deposits made through regular banking channels from the Liaison Office's account or directly from the Head Office;
- Return of taxes, duties, and other amounts paid from the Liaison Office's bank account to tax authorities;
- Revenues from the sale of the Liaison Office's assets
Permissible debits include meeting the local expenses of the office.
Activities Allowed: In India, a Liaison Office is permitted to carry out the following tasks:
- Representing the parent business and/or group entities in India.
- Encouraging import and export to and from India.
- Gathering market data and giving Indian clients information about the products
- Fostering financial and technological cooperation between parent/group firms and Indian businesses.
- Serving as a liaison between the parent firm and Indian parties.
Governing Authority
The Reserve Bank of India (RBI) must give its approval before a Liaison Office can be established in India. Through an AD Category I Bank, the application in the appropriate form requesting authorization to establish a liaison office must be sent to Reserve Bank India.
Governing Law
Reserve Bank of India master circulars, which are periodically released by the Reserve Bank of India, govern the Foreign Exchange Management Act, 1999.
Establishment of Liaison Office
- The Reserve Bank of India (RBI) must grant permission for the establishment of a liaison office in India. Initially given for a duration of three years, permission may be extended periodically. A request for authorization under the terms of FEMA 1999 is submitted to the Reserve Bank using Form FNC. There are two ways to provide permission.
- The Reserve Bank Route Applications are taken into consideration using this route in cases where 100% Foreign Direct Investment (FDI) is allowed under the automatic route.
- Route Government Where 100 per cent FDI is not permissible under the automatic route and applications from Non – Government Organizations / Non – Profit Organisations / Government Bodies / Departments are considered by the Reserve Bank in consultation with the Ministry of Finance, Government of India.
Validity period of Liaison Office
A liaison office's validity period is normally three years, with the exception of non-banking finance companies (NBFCs) and organizations involved in the building and development industries, for whom it is only two years.
Annual Activity Certificate
Annual Activity Certificates (AACs) and the necessary paperwork must be submitted by Liaison Offices by March 31 of every year to the Director General of Income Tax (International Taxation), New Delhi, and the authorized AD Category-I the bank.
Registration with Registrar of Companies for Liaison office set up in India
Within 30 days of establishing its place of business in India, a foreign firm setting up a liaison office must file Form FC-1 with the Registrar of Companies.
Post Incorporation requirement
The Liaison Office must also create a bank account upon establishing its offices in India, receive a Permanent Account Number (PAN) or Tax Deduction Number (TAN) from the Income Tax Authorities, and record all of this information in the Annual Activity Certificate.
Annual Compliance
Annual submission of the audited financial statements and the Annual Activity Certificate (obtained from the chartered accountant) to the Director General of Income Tax (International Taxation), New Delhi, as well as the selected AD Category-I bank.
Additional Activities and Offices
A new application, properly signed by a representative of the foreign entity with authorization to sign, is submitted to the Reserve Bank of India along with a reason for opening an extra office. One of the offices is designated as the nodal office, which will oversee the operations of all the offices.
Closure of Liaison Office
For closure of Liaison office, request is required to be made to Reserve Bank of India through AD Category -1 Bank with the following documents:
Copy of the Reserve Bank’s permission/ approval for establishing the Liaison office/ Liaison office set up in India
- The certificate of the auditor
- confirmation from the parent company that there aren't any active legal cases in India
- A report from the Registrar of Companies attesting to adherence to the Companies Act, 2013's provisions; any other document or documents, as designated by the Reserve Bank in issuing approval.
How SKMC Global Can Help?
At SKMC Global, we understand that establishing a liaison office in India is not just about regulatory compliance; it's about facilitating efficient communication and representation for foreign entities. Here's how SKMC Global can assist at each crucial stage of setting up a liaison office:
- Comprehensive Consultation: We begin with a comprehensive consultation, helping foreign entities define their objectives for the liaison office. Our experts provide guidance on navigating the regulatory landscape and planning an effective entry strategy into the Indian market.
- Reserve Bank of India (RBI) Approval: SKMC Global assists in preparing the application for RBI approval, ensuring that all necessary documents are meticulously organized and aligned with the local regulatory framework.
- Ministry of Corporate Affairs (MCA) Compliance: We ensure that all the necessary approvals and compliance with MCA regulations are secured, allowing for the proper incorporation of the liaison office in India.
- Financial Documentation: Our team guides foreign entities in preparing comprehensive financial documents that meet RBI requirements for the liaison office, streamlining the approval process.
- Legal and Financial Compliance: SKMC Global facilitates the procurement of a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN), and assists in opening a dedicated business bank account. This ensures a smooth financial operation in India.
- Operational Autonomy: We support the liaison office in attaining operational autonomy while maintaining effective communication with the parent company, ensuring the alignment of goals and strategies.
- Local Networking: SKMC Global can assist foreign entities in establishing local contacts and partnerships, enabling them to navigate the market effectively, foster relationships, and explore opportunities for business development and collaboration.
- Compliance and Reporting: Our dedicated team ensures that the liaison office adheres to Indian compliance requirements, including annual reporting, financial disclosures, and adherence to the defined scope of activities. This ensures the office's smooth operation and compliance with local regulations.