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TMI BlogMaster Circular on Establishment of Liaison / Branch / Project Offices in India by Foreign EntitiesX X X X Extracts X X X X X X X X Extracts X X X X ..... h Office 2(B) Liaison Office (C) Branch Offices (D) Application for Undertaking Additional Activities or Additional Branch/Liaison Offices (E) Reporting by Branch/Liaison Offices (F) Closure of Branch/Liaison Offices (G) Project Office (H) Other General Conditions Applicable to Branch / Liaison / Project Offices of Foreign Entities in India Annex 1 FNC Annex 2 Format of the Letter of Comfort Annex 3 Format of report to DG of Police Annex 4 Annual Activity Certificate Appendix List of Notifications/Circulars consolidated in this Master Circular Establishment of Liaison/Branch/Project Offices in India by Foreign Entities (A) GENERAL CRITERIA - LIAISON OFFICE / BRANCH OFFICE A body corporate incorporated outside India (including a firm or other association of individuals), desirous of opening a Liaison Office (LO) / Branch Office (BO) in India have to obtain permission from the Reserve Bank under provisions of FEMA,1999. The applications from such entities in Form FNC (Annex-1) will be considered by Reserve Bank under two routes: Reserve Bank Route -- Where principal business of the foreign entity falls under sectors where 100 per cent Foreign Direct Invest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n together with their comments/ recommendations to the Reserve Bank. The Branch / Liaison offices established with the Reserve Bank's approval will be allotted a Unique Identification Number (UIN) (www.rbi.org.in/scripts/Fema.aspx). The BOs / LOs shall also obtain Permanent Account Number (PAN) from the Income Tax Authorities on setting up the offices in India. (B) LIAISON OFFICE b.1 Permissible Activities for a Liaison Office A Liaison Office (also known as Representative Office) can undertake only liaison activities, i.e. it can act as a channel of communication between Head Office abroad and parties in India. It is not allowed to undertake any business activity in India and cannot earn any income in India. Expenses of such offices are to be met entirely through inward remittances of foreign exchange from the Head Office outside India. The role of such offices is, therefore, limited to collecting information about possible market opportunities and providing information about the company and its products to the prospective Indian customers. Permission to set up such offices is initially granted for a period of 3 years and this may be extended from time to time by an AD Catego ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oint Venture (JV) / Wholly Owned Subsidiary (WOS), in conformity with the extant Foreign Direct Investment policy. (C) BRANCH OFFICES c.1 Permissible Activities a). Companies incorporated outside India and engaged in manufacturing or trading activities are allowed to set up Branch Offices in India with specific approval of the Reserve Bank. Such Branch Offices are permitted to represent the parent / group companies and undertake the following activities in India: * Export / Import of goods * Rendering professional or consultancy services. * Carrying out research work, in areas in which the parent company is engaged. * Promoting technical or financial collaborations between Indian companies and parent or overseas group company. * Representing the parent company in India and acting as buying / selling agent in India. * Rendering services in information technology and development of software in India. * Rendering technical support to the products supplied by parent/group companies. * Foreign airline / shipping company. Normally, the Branch Office should be engaged in the activity in which the parent company is engaged. b) Retail trading activities of any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l office/s. * The applicant may identify one of its Offices in India as the Nodal Office, which will coordinate the activities of all Offices in India. (E) Reporting by Branch/Liaison Offices e.1. All new entities setting up LO/BO shall submit a report containing information, as per format provided in Annex 3 within five working days of the LO/BO becoming functional to the Director General of Police (DGP) of the state concerned in which LO/BO has established its office; if there is more than one office of such a foreign entity, in such cases to each of the DGP concerned of the state where it has established office in India; [ as amended vide AP (DIR) No.35 dated September 25, 2012] e.2. Branch Offices / Liaison Offices have to file Annual Activity Certificates (AAC) (Annex 4) from Chartered Accountants, at the end of March 31, along with the audited Balance Sheet on or before September 30 of that year. In case the annual accounts of the LO/ BO are finalized with reference to a date other than March 31, the AAC along with the audited Balance Sheet may be submitted within six months from the due date of the Balance Sheet to the designated AD Category I bank, and a copy to the Di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n any Court in India are pending and there is no legal impediment to the remittance. (e) A report from the Registrar of Companies regarding compliance with the provisions of the Companies Act, 1956, in case of winding up of the Office in India. (f) Any other document/s, specified by the Reserve Bank while granting approval. The designated AD Category - I banks has to ensure that the BO / LOs had filed their respective Annual Activity Certificates with the Reserve Bank for the previous years, in respect of the existing Branch/Liaison Offices. Confirmation about the same can be obtained from the Central Office of the Reserve Bank in the case of BOs and from the Regional Office concerned in the case of LOs. Closure of such BO / LO has to be reported by the designated AD Category - I bank to the Reserve Bank (the Regional Office concerned for LOs and Central Office for BOs), along with a declaration stating that all the necessary documents submitted by the BO / LO have been scrutinized and found to be in order. If the documents are not found in order or cases are not covered under delegated powers, the AD Category - I bank may forward the application to the Reserve Bank, with their ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g that only the approved debits and credits are allowed in the Foreign Currency Account shall rest solely with the branch concerned of the AD. Further, the Accounts shall be subject to 100 per cent scrutiny by the Concurrent Auditor of the respective AD banks. * The Foreign Currency accounts have to be closed at the completion of the Project. g.3 Intermittent Remittances by Project Offices in India (i) AD Category - I bank can permit intermittent remittances by Project Offices pending winding up / completion of the project provided they are satisfied with the bonafides of the transaction, subject to the following: * The Project Office submits an Auditors' / Chartered Accountants' Certificate to the effect that sufficient provisions have been made to meet the liabilities in India including Income Tax, etc. * An undertaking from the Project Office that the remittance will not, in any way, affect the completion of the Project in India and that any shortfall of funds for meeting any liability in India will be met by inward remittance from abroad. (ii) Inter-Project transfer of funds requires prior permission of the Regional Office concerned of the Reserve Bank under whose juri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed vide AP (DIR) No.35 dated September 25, 2012]] (H) Other General Conditions Applicable to Branch / Liaison / Project Offices of Foreign Entities in India (i) Without prior permission of the Reserve Bank, no person being a citizen of Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran or China can establish in India, a Branch or a Liaison Office or a Project Office or any other place of business. (ii) Entities from Nepal are allowed to establish only Liaison Offices in India. (iii) Branch/Project Offices of a foreign entity are permitted to acquire immovable property by way of purchase for their own use and to carry out permitted/incidental activities. However, entities from Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran, Bhutan or China are not allowed to acquire immovable property in India for a Branch / Project Office without prior RBI approval. All Branch / Project Offices including Liaison Offices, have general permission to carry out permitted / incidental activities from lease property subject to lease period not exceeding five years. (iv) Branch / Liaison / Project Offices are allowed to open non-interest bearing INR current accounts in India. Such Offices are re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2005-RB Sept 18,2007 8 Notification no. FEMA 198/2009-RB Sept. 24, 2009 9 Notification no. FEMA 204/2009-RB April 05, 2010 10 A.P. (DIR series) Circular No. 3 July 06,2002 11 A.P. (DIR series) Circular No. 37 Nov. 15, 2003 12 A.P. (DIR series) Circular No. 58 Jan. 16, 2004 13 A.P. (DIR series) Circular No. 39 April 25, 2005 14 A.P. (DIR series) Circular No. 44 May 17, 2005 15 A.P. (DIR series) Circular No. 02 July 31, 2008 16 A.P. (DIR series) Circular No. 23 December 30, 2009 17 A.P. (DIR series) Circular No. 24 December 30, 2009 18. A.P. (DIR series) Circular No. 06 August 09, 2010 19 A.P. (DIR series) Circular No. 02 July 15, 2011 20 A.P. (DIR series) Circular No. 76 February 9, 2012 21. A.P. (DIR series) Circular No. 88 March 1, 2012 22. A.P. (DIR series) Circular No. 31 September 17, 2012 23. A.P.(DIR series) Circular No. 35 September 25, 2012 24. A.P. (DIR series) Circular No. 55 November 26, 2012 Note: It is clarified for the information of all users that the Master Circular need not necessarily be exhaustive and a reference to the relevant A.P. (DIR Series) Circular is needed, wherever further information/clarification is ..... X X X X Extracts X X X X X X X X Extracts X X X X
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