Branch Office Registration in India

A Branch Office (BO) in India is an extension of a foreign company that allows it to conduct business activities without forming a separate legal entity. It is a great option for foreign businesses looking to explore the Indian market while keeping their operations streamlined.

However, Branch Office registration in India is regulated by RBI (Reserve Bank of India) under FEMA (Foreign Exchange Management Act, 1999), and compliance is governed by the Companies Act, 2013 and Income Tax Act, 1961.

This guide covers everything you need to know about registering a Branch Office in India, including eligibility, documentation, legal provisions, and compliance requirements.

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Four Steps to Get Your Incorporation Certificate

Fill the Form

Provide business details

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Find the best plan for your needs

Basic Plan

₹ 12,999
+GST
  • Company Name Approval
  • DIN for 2 Directors
  • DSC for 2 Directors
  • Company Incorporation Certificate
  • AOA & MOA
  • Company E-PAN & E-TAN
  • Company Master Data
  • Current Account Opening Support
  • Electronic Certificate Delivery

Standard Plan

₹ 15,499
+GST

Basic Plan
+

  • MSME/Udyam Registration
  • INC-22 Filing
  • Issuance of share certificates
  • Hard Copy Certificate Delivery

Premium Plan

₹ 26,499
+GST

Standard Plan
+

  • Auditor Appointment
  • INC 20 A Filing
  • Trade License
  • Shops & Establishment License
  • GST Registration
  • Business Letterhead (10 copies)
  • Company Seals

What is a Branch Office

A Branch Office is a foreign company’s representative office in India that is allowed to conduct specific business activities. It does not have a separate legal identity and operates under the direct control of the parent company.

Key Features of a Branch Office

  • Can engage in limited commercial activities
  • Cannot manufacture products but can outsource production to Indian firms
  • Cannot undertake retail trading or direct revenue-generating activities
  • All expenses must be met through foreign remittances
  • Requires approval from RBI & Registrar of Companies (ROC)
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Laws Governing Branch Office Registration in India

The establishment and operations of a Branch Office in India are governed by the following laws

Who Can Set Up a Branch Office in India

A foreign company looking to set up a Branch Office in India must meet the following eligibility criteria

✔ Profit-making track record for at least five years
✔ Net worth of at least USD 100,000 or equivalent
✔ Genuine business plan and a valid reason for setting up in India
✔ Must comply with RBI & FEMA regulations

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Process for Branch Office Registration in India

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Group 49

The Reserve Bank of India (RBI) regulates the establishment of Branch Offices under FEMA regulations. The approval process falls under:

      • Automatic Route: If the foreign company is from a Financial Action Task Force (FATF) compliant country.
      • Government Route: If the foreign company is from a country that requires special government clearance.
  • The foreign entity must submit an FNC (Form FNC-1) application to an Authorized Dealer (AD) Category-I bank.
  • Documents like certificate of incorporation, audited financial statements, and KYC details of the foreign company are required.
  • Once RBI approval is obtained, the Branch Office must register with MCA (Ministry of Corporate Affairs) under Section 380 of the Companies Act, 2013.
  • The company must obtain a Certificate of Establishment from ROC.
  • Apply for a Permanent Account Number (PAN) from the Income Tax Department.
  • Open a bank account in India for business transactions.
  • If applicable, register under Goods and Services Tax (GST).
  • Obtain any other necessary licenses (depending on business activities).

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Documents Required for Branch Office Registration

To set up a Branch Office in India, the following documents are required

From the Foreign Parent Company

From the Indian Branch Office

Certificate of Incorporation

Latest Audited Financial Statements

MOA & AOA of the parent company

Latest Audited Financial Statements

Board Resolution authorizing the setup of a Branch Office

Latest Audited Financial Statements

Audited financial statements for the last 5 years

Net worth certificate from a Chartered Accountant

KYC documents of the authorized signatory

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Conclusion

A Branch Office in India is an ideal way for foreign companies to expand their presence while maintaining control over operations. However, since it involves regulatory approvals and strict compliance requirements, professional guidance is essential.

Frequently Asked Questions

What is a Branch Office?

A Branch Office is an extension of a foreign company registered outside of India, permitted to engage in business activities in India that are the same as those conducted by the parent company.

What are the permitted activities for a Branch Office in India?

A Branch Office can engage in activities such as exporting/importing goods, rendering professional or consultancy services, carrying out research work in which the parent company is engaged, promoting technical or financial collaborations, and acting as a buying/selling agent in India.

Who regulates the establishment of a Branch Office in India?

The Reserve Bank of India (RBI) regulates the establishment of Branch Offices under the provisions of the Foreign Exchange Management Act (FEMA) 1999.

How can a foreign company apply for a Branch Office in India?

The application for setting up a Branch Office is submitted via an AD (Authorized Dealer) Category-I bank to the RBI, including detailed information about the parent company and the proposed activities of the Branch Office.

What is the validity period of the approval for a Branch Office?

Approval for a Branch Office is typically granted for three years, which can be renewed by applying with the RBI through the designated AD Category-I bank.

What are the annual compliance requirements for a Branch Office?

A Branch Office must file annual activity certificates, financial statements audited by a practicing CA or any firm of accountants, and comply with other statutory obligations such as tax filings and regulatory disclosures.

Can a Branch Office repatriate profits to its parent company?

Yes, after paying applicable Indian taxes, a Branch Office is allowed to repatriate profits to its parent company.

What tax obligations apply to a Branch Office in India?

A Branch Office is taxable on its income generated in India at the corporate tax rates applicable to foreign companies. It is also subject to indirect taxes like GST on goods and services sold or rendered in India.

How does a company close a Branch Office in India?

To close a Branch Office, the company must apply for permission from the RBI through its designated AD Category-I bank, ensuring all liabilities are cleared and statutory filings are completed.

What are the major differences between a Branch Office and a Liaison Office?

A Branch Office can engage in commercial activities and earn revenue, whereas a Liaison Office can only undertake promotional and liaison activities without direct sales or revenue generation.