If you are looking for opening a representative office in India for representing your organization in India or for marketing and liaison purposes then Foreign Liaison Office is the best suited for your organization. The main benefit of a liaison/ representative office is that it is not liable to any taxes in India as it is not undertaking any business activity in India. Its scope of work is limited to liaison and marketing for parent company. It is however required to deduct tax at source wherever applicable.

A Liaison Office is in the nature of a representative office set up primarily to explore and understand the business and investment climate. A Liaison Office is not permitted to undertake any commercial/ trading/ industrial activity, directly or indirectly, and is required to maintain itself out of inward remittances received from the parent company through normal banking channels. Its role is limited to collecting information about possible market opportunities and providing information about the company and its products to prospective Indian customers. It can promote export/ import from/ to India and also facilitate technical/financial collaboration between parent companies and companies in India.

Activities Permitted for Foreign Liaison Office

It is subject to various restrictions and can only conduct activities permitted by the Reserve Bank of India at the time of granting permission for opening liaison office or if permitted later. It can only undertake the following activities in India.

• Representing the Parent Company in India
• Promoting/ Liaison for Export out of India
• Promoting/ Liaison for Import into India
• Representing Parent company for felicitating technical / financial collaboration between parent company and Indian company
• Acting as a communication channel between Parent Company and Indian Companies

It cannot undertake any activities other than the activities mentioned above subject to the permission of Reserve Bank of India. Some of the activities that a Liaison Office cannot undertake in India are given below.

Other Features of Foreign Liaison Office

• A Foreign Liaison Office is not subject to Indian Taxes (except as mentioned above)
• A Foreign Liaison Office cannot undertake any Commercial/ Business Activities in India
• Parent Company is required to bear all the expenses of the Liaison Office
• A Liaison Office can neither borrow nor lend money
• Foreign Liaison Office is now required to file annual return with Income Tax Office but is not subject to payment of any Income Tax

Foreign Liaison Office Setup Procedure

A Foreign Liaison Office is a special business setup mode which can be setup only with prior permission of Reserve Bank of India (RBI). The applications from such entities will be considered by the Reserve Bank under two routes:

(a)   Reserve Bank Route – Where principal business of the foreign entity falls under sectors where 100 per cent Foreign Direct Investment (FDI) is permissible under the automatic route.

(b)   Government Route – Where principal business of the foreign entity falls under the sectors where 100 per cent FDI is not permissible under the automatic route. Applications from entities falling under this category and those from Non – Government Organisations / Non – Profit Organisations / Government Bodies / Departments are considered by the Reserve Bank in consultation with the Ministry of Finance, Government of India.

An application for registration of foreign liaison office is required to be made through a designated AD Category – 1 Bank in Form FNC-1 along with the following documents:

1. Form FNC-1 in Triplicate
2. Proposed business activity in India;
3. Name of Company with Certificate of Incorporation in home country (Attested from Home country i.e. notary + Apostile);
4. Latest audited balance sheet (Attested from Home country i.e. notary + Apostile);
5. Brief description of activities of Company;
6. Value of Import/Export to India by the Company during last three years;
7. Detail of existing arrangements in India, if any;
8. Name and address of banker of the Company in the home country;
9. Certified Copies of Memorandum and Articles of Association/ By Laws/ Regulations of the Company (Attested from Home country i.e. notary + Apostile and to be in English);
10. List of directors and secretary of the Company i.e. name, address, designation, date of appointment etc;
11. Registered office address of the Company including telephone no. and email id;
12. The name and address or the names and addresses of one or more persons resident in India authorized to accept on behalf of the company service of process and any notices.
13. Full address of the office of the company in India which is deemed to be its principal place of business in India including telephone no. and email id;
14. Particulars of opening and closing of a place of business in India on earlier occasion or occasions;
15. Detail of other places of business in India, if any;
16. List of shareholders containing name of shareholder, address, number of shares and value of shares;
17. DSC of authorized representative of foreign company;
18. Certified copy of PAN of authorized representative of foreign company or DIN if available;
19. Particulars of subsidiary, holding or associate companies of the foreign company in India

RBI may ask for any further documents as may be necessary in addition to these documents.

We at Sunil K.Khanna & Co. are assisting Foreign companies and clients to open Liason Offices in India. The turn around time period for obtaining the approval ranges from 45-60 Days from the date of receipt of documents. 

We have obtained the permissions on behalf of clients from U.S., Europe, Africa, China, South East Asia and Australia. We on behalf of our clients have obtained permissions for opening project offices of construction and engineering companies, marketing offices of MNC companies and Representative offices of Non Profit Organisations.

We charge a consolidated fee for advisory, preparation and representation of an application which is quoted after careful assessment of documentation.

Please feel free to revert in case of any clarification on the subject or the procedure involved therein.