What is a Branch / Liaison / Project Office?
For a foreign company evaluating entry into India, the three RBI-approved non-subsidiary options are:
- Liaison Office (LO) — non-revenue presence. Permitted activities are limited to representing the parent, promoting trade, exchanging technical information, and acting as a communication channel. Cannot earn income in India; expenses are met from inward remittances by the parent.
- Branch Office (BO) — revenue-generating extension. Permitted activities include export / import of goods, professional services, technical services, research, foreign airline / shipping company business, and acting as a buying / selling agent.
- Project Office (PO) — for executing a specific contract awarded by an Indian entity. Auto-approved if certain conditions are met.
Picking the right office type
The Liaison Office is the right choice for early-stage market exploration, brand building, and customer support that doesn’t need to invoice in INR. The Branch Office is appropriate when revenue must be booked in India but a full subsidiary is not commercially justified yet. The Project Office is automatic when a specific contract has been won — e.g., a Japanese EPC contractor has been awarded a power-plant build by an Indian utility.
Governing provisions
The governing layer is:
- FEMA Notification 22(R)/2016 (Foreign Exchange Management (Establishment in India of a branch office or a liaison office or a project office or any other place of business) Regulations, 2016).
- RBI Master Direction on Establishment of BO/LO/PO in India — Form FNC application route through AD Category-I bank.
- Companies Act 2013, Section 380 — foreign-company filings with ROC (Form FC-1, FC-3, FC-4).
- Income-tax Act — PAN, TAN, return filing on Form ITR-6, transfer-pricing on intra-company transactions.
Eligibility conditions include profit-track-record requirements (3 financial years for BO, 3 years for LO), and minimum net-worth thresholds. Specific sectors require government approval (defence, telecom, security, broadcasting).
How we set up a BO / LO / PO
- Activity scoping — we map the proposed scope to the approved-activity lists and identify the right office type.
- FNC application through AD Category-I bank to RBI — with parent financials, scope of activities, business plan and KYC documents.
- RBI approval — Unique Identification Number (UIN) issued.
- ROC filings — FC-1 within 30 days of establishment.
- Tax registrations — PAN, TAN, GST (for BO).
- Bank account — opened with the AD Category-I bank that processed the FNC.
- Annual compliance — Annual Activity Certificate (AAC) certified by an auditor and filed with the AD bank by 30 September each year.
Documents we’ll ask for
- Certificate of incorporation, MoA, AoA of the foreign parent (apostilled / consularised).
- Audited financial statements of the parent for the last 3 years.
- Board resolution authorising the Indian office and the authorised signatory.
- Power of attorney in favour of the Indian-resident representative.
- KYC of the authorised signatory and the parent’s directors.
- Proposed scope of activities and projected expenditure for the first year.
- Indian registered-office address proof — rent agreement, NOC, utility bill.
How long it takes and what it costs
RBI approval typically takes 30–45 working days from FNC submission, depending on the activity sector and AD bank load. Project Office is faster (auto-approved within 14 days where conditions are met). Total end-to-end timeline including ROC, PAN, TAN, GST and bank account is typically 60–75 working days. Our retainer covers the FNC, all post-establishment registrations, the first AAC, and ongoing FEMA compliance.
Frequently asked questions
Can a Liaison Office invoice Indian customers?
No. LOs are strictly non-revenue. Issuing an invoice or providing services for consideration is a violation of the FEMA permission and exposes the parent to compounding proceedings.
Can the Branch Office hire local employees?
Yes. The BO is treated as a regular employer for PF, ESI, PT and TDS purposes once it crosses the relevant thresholds.
What’s the difference between a Project Office and a Branch Office?
A PO is contract-specific and self-liquidating — it ceases when the project ends. A BO is a continuing presence with multi-contract scope but more compliance overhead.
Can a BO / LO be converted into an Indian subsidiary later?
Yes. The transition involves incorporating an Indian Pvt Ltd, transferring the BO / LO operations, and surrendering the BO / LO licence. We handle the entire conversion.
Talk to a partner.
A 30-minute call with a partner — no deck, no follow-up email blasts. Just a read on whether we’re the right team to set up your Indian Branch / Liaison / Project Office.