DOCUMENT REQUIRED

Setting up a Branch Office (BO) in India requires various legal and compliance documents from both the foreign parent company and the proposed Indian branch office. Below is a detailed checklist of essential documents:

 

1. Documents from the Foreign Parent Company

• Certificate of Incorporation (Notarized/Apostilled) – Proof of legal existence of the foreign parent company.
• Memorandum of Association (MOA) & Articles of Association (AOA) (Notarized/Apostilled) – Governing documents of the parent company.
• Board Resolution (Notarized/Apostilled) – Authorizing the establishment of a branch office in India and appointing a representative.
• Audited Financial Statements – Audited balance sheets & profit and loss statements for the last five financial years, certified by a CPA/Chartered Accountant.
• Net Worth Certificate – A certificate from a certified accountant confirming that the parent company has a net worth of at least USD 100,000.

 

2. Identity & Address Proof of Authorized Representative in India

• Passport (Mandatory for Foreign Nationals) (Notarized/Apostilled)
• PAN Card (Mandatory for Indian Nationals)
• Aadhaar Card / Voter ID / Driving License (For Indian Nationals)
• Recent Address Proof (Electricity Bill / Water Bill / Bank Statement – Not older than 2 months)
• Passport-sized Photographs

 

3. Documents for RBI Approval (FEMA Compliance)

• Form FNC-1 – Application for establishing a branch office in India.
• Letter of Authority – Authorizing an Indian representative to handle all legal and operational matters.
• Details of Business Activities – Outline of proposed business operations in India.
• Commitment Letter – Declaration that the Branch Office will comply with FEMA, 1999, and RBI regulations.

 

4. Registered Office Address Proof in India

• Rental Agreement or Lease Agreement (If the office is rented)
• NOC (No Objection Certificate) from Property Owner
• Latest Utility Bill (Electricity / Water / Property Tax Receipt – Not older than 2 months)

 

5. Post-Approval Compliance Documents

• PAN Application (Form 49A) – Required for taxation purposes.
• TAN Application (Form 49B) – Required for tax deduction at source (TDS) compliance.
• GST Registration Application (If applicable) – Mandatory if the branch office provides taxable services or sells goods in India.
• Bank Account Opening Documents – Certificate of Incorporation, Board Resolution, PAN, and KYC documents of authorized signatories.

Setting up a Branch Office (BO) in India requires approval from the Reserve Bank of India (RBI) and compliance with various regulatory bodies, including the Registrar of Companies (ROC) and the Income Tax Department. Below is a detailed step-by-step guide for the Branch Office registration process:

 

Step 1 – Determine Business Activities

• The foreign parent company must determine the specific business activities the Branch Office will undertake in India.
• A Branch Office is allowed to conduct only limited activities, such as:
  →  Export/import of goods
  →  Consultancy services
  →  Research and development
  →  Technical and financial collaboration

 

Step 2: Choose a Name

• The Branch Office name must be the same as the parent company.
• Ensure the name does not conflict with existing businesses or violate Indian laws.

 

Step 3: Obtain RBI Approval

• The foreign company must apply for approval from the Reserve Bank of India (RBI) under FEMA (Foreign Exchange Management Act), 1999.
• The application must be submitted through an Authorized Dealer (AD) Category-I Bank along with:
  →  Form FNC-1 (Application for setting up a Branch Office)
  →  Parent company’s Certificate of Incorporation & MOA/AOA (Notarized/Apostilled)
  →  Audited Financial Statements for the last five years
  →  Board Resolution approving Branch Office establishment
  →  Details of the proposed business activities

 

Step 4: Obtain ROC Registration (Form FC-1)

• After RBI approval, the Branch Office must be registered with the Registrar of Companies (ROC).
• The registration must be done within 30 days of receiving RBI approval by filing Form FC-1.
• Documents required for ROC registration include:
  →  RBI approval letter
  →  Charter documents (MOA & AOA) of the parent company (Notarized/Apostilled)
  →  Proof of registered office in India (Lease Agreement + Utility Bill)

 

Step 5: Obtain PAN & TAN

• Once the ROC issues the Certificate of Establishment, the Branch Office must apply for:
  ✔  Permanent Account Number (PAN) from the Income Tax Department (Required for taxation and compliance).
  ✔  Tax Deduction and Collection Account Number (TAN) (Required for TDS deductions).

 

Step 6: Open a Business Bank Account

• The Branch Office must open a current account in an Indian bank for financial transactions.
• The bank will require:
  ✔  RBI approval letter
  ✔  ROC registration certificate
  ✔  PAN & TAN
  ✔  Board Resolution from the parent company authorizing the account

 

Step 7: Obtain GST Registration (If Applicable)

• GST registration is mandatory if the Branch Office is engaged in:
  ✔  Providing services with an annual turnover of ₹20 lakh or more.
  ✔  Supplying goods with an annual turnover of ₹40 lakh or more.

 

Step 8 – File Annual Compliance Reports

• A Branch Office must comply with annual reporting requirements, including:
  ✔   Filing annual financial statements and audited accounts with the ROC (Form FC-3).
  ✔   Filing an Annual Activity Certificate (AAC) with RBI through the AD Bank.
  ✔   Income tax return filing and TDS compliance.

Under Updations

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