Branch Office Registration

Follow the steps below for Branch Office Registration in India:

Step 1: Appoint a Local Representative and Obtain DSC/DIN (Optional)

Before starting the registration process, the foreign company should appoint an Indian resident as its authorized representative, and the representative must have a Digital Signature Certificate (DSC) and a Director Identification Number (DIN), as these credentials are used for online filings of forms with the Ministry of Corporate Affairs (MCA) and taxation purpose.

Step 2: Submit Form FNC through an AD Category-I Bank

The foreign parent company must submit Form FNC (Form for New Company) along with supporting documents to an Authorized Dealer Category-I Bank (commonly referred to as an AD Bank). An AD Bank is a bank in India authorized by the Reserve Bank of India (RBI) to engage in foreign exchange transactions under the Foreign Exchange Management Act, 1999 (FEMA). AD Bank acts as an intermediary between the RBI and the parent company. The AD Bank verifies the Know Your Customer (KYC) credentials of the foreign entity by contacting the parent company's banker in its home country and then forwards the application to the Reserve Bank of India (RBI) for review and approval.

Step 3: Obtain RBI Approval and UIN

The RBI reviews the application based on the foreign company’s business activity and country of origin:

• If the parent company belongs to a country where 100% Foreign Direct Investment (FDI) is allowed under the automatic route, and the proposed activities fall under the permitted sectors, the AD Bank itself may grant the approval on the RBI’s behalf.
• If the activity or sector requires prior clearance, such as telecom, defence, broadcasting, or the parent company is based in a country not under the automatic route, the RBI processes the application directly.

Once the application is approved, the RBI (or AD Bank) issues a Unique Identification Number (UIN), which authorizes the foreign company to open a branch in India. This UIN is generally valid for a limited period (typically six months), within which the company must complete the registration with the Registrar of Companies (RoC).

Step 4: Register the Branch Office with the ROC (Form FC-1)

Within 30 days of receiving approval from the RBI, the foreign company must register its branch office with the Registrar of Companies (RoC) by filing Form FC-1 on the MCA portal at www.mca.gov.in.

Attach the following documents with the Form FC-1:

• Copy of RBI approval letter (UIN)
• Notarized and apostilled Certificate of Incorporation, Memorandum of Association (MoA), and Articles of Association (AoA) of the parent company
• List of directors and shareholders (holding more than 10% stake) of the parent company
• Board Resolution or Power of Attorney authorizing the branch office and appointing an Indian representative
• Proof of the branch office address in India (e.g., rent agreement and utility bill)
• Passport copy or PAN and address proof of the authorized representative in India

The application must be digitally signed, and the prescribed fee of ₹6,000 (subject to change) must be paid online. Delays in filing the application on time may attract penalties.

Step 5: Post-Registration Formalities and Tax Compliance

Once the ROC issues the Certificate of Establishment, the branch office must obtain various other registrations:

1. PAN (Permanent Account Number)
2. TAN (Tax Deduction and Collection Account Number)
3. GST Registration
4. Import–Export Code (IEC)
5. Open a Bank Account in India by using the ROC Certificate, PAN, and other documents.
6. Other Local Registrations, if applicable:

• Shops and Establishments registration under respective State laws
• Professional Tax registration
• Labour law registrations like ESIC, EPFO
• Police clearance/registration for companies originating from certain countries

Step 6: Comply with Ongoing Regulatory Requirements

Once set up, the branch office must comply with all Indian regulatory requirements. These include:

• Filing an Annual Activity Certificate (AAC) with the AD Bank and the RBI, certified by a Chartered Accountant
• Filing Form FC-3 (details of business places in India) and Form FC-4 (annual return of the foreign company) with the MCA
• Filing Income Tax Returns (ITR-6) annually and maintaining proper books of accounts
• Complying with GST returns and TDS returns, as applicable
• Renewing Shops & Establishment License and other state-specific registrations on time

Why Choose Kanakkupillai for Branch Office Registration in India?

When it comes to setting up a branch office in India, Kanakkupillai stands out as a reliable and trustworthy partner for compliance. We provide:

• Expertise with RBI & FEMA Regulations: Our team has hands-on experience dealing with RBI approvals, AD Bank liaisoning, and FEMA regulations, ensuring your application is not delayed or rejected due to procedural gaps.
• End-to-End Advisory Support: We assist you from planning to documentation, including RBI filing, ROC registration, tax registrations (PAN, TAN, GST), and post-setup compliance —all under one roof.
• Customized Service: We understand that every business is unique and has its own distinct objectives. Therefore, we provide customised solutions that align with your parent company’s business goals and regulatory scope in India.
• Speed and Accuracy: Our professionals work efficiently to minimise delays and ensure timely registration, especially under automatic and approval routes with the RBI.
• Transparent Pricing: We maintain clear, upfront cost structures with no hidden fees and no overcharging—just value-driven service at every step.
• Post-Setup Compliance Made Easy: Our Service doesn’t end at setting up a Branch Office. We provide ongoing support with Annual Activity Certificates (AACs), ROC filings (FC-3, FC-4), TDS, ITRs, GST, and other compliance requirements, making it easy for you.