Project Office Registration - Overview
Foreign companies that have entered into a contract to set up a project office or to execute an infrastructure in India, execute the business activities or project, through project offices which are duly registered with the Registrar of Companies (ROC) and the Reserve Bank of India (RBI).
The foreign entity can open a project office either permanently or temporarily. It is compulsory to complete the registration procedure with the RBI & ROC before setting up the business. Project office registration can only be done if the foreign company holds all the requisite conditions and documents.
To register a project office, an application has to be filed with the Category 1 AD Bank. The application is presented with all the necessary set of documents, including a copy of the project or business agreement and an undertaking explaining the project funding, with inward remittance from overseas or through an arrangement with a multilateral or bilateral international finance agency. Upon receiving the RBI's approval of the application, the next step in the registration process is to apply for project office registration with the Registrar and the local police.
Checklist for Project Office Registration in India
Clearance Of Project
Check properly whether the project has been approved by the concerned and recognised authorities in India.
Formal Contact Of The Project
It is compulsory for the foreign entity to have a secured project office in India and have to come under a legal and formal agreement, which will help the project in the financial statement.
Requirement for Project Office Registration in India
Foreign Funding
It is important for the project to be financially supported out of the inward remission from the foreign country; otherwise, an International Financing Agency should fund the project.
Indian Funding
If the project has zero foreign funding, it is the responsibility of the project's Indian entity to obtain the term loan from a bank in India or from any Public Financial Institution.
Investment Entry Routes to Set a Project Office in India
Reserve Bank Route
In this case, the primary business of a foreign entity falls under the criteria in which 100% Foreign Direct Investment (FDI) is allowed, making it eligible to operate through a project office or incorporate an Indian Subsidiary Company.
Government Route
Here, the primary business of a foreign company falls under the criteria in which 100 per cent Foreign Direct Investment is not permitted. Applications from different entities that come under the criteria of Foreign Non-Government companies, Non-Profit Organisations, Government Bodies, and Departments are surveyed and reviewed by the Reserve Bank of India, in association with the Ministry of Finance, Government of India.
Documents needed for Project Office Registration in India
Documents Required To Submit To The RBI
- Incorporation certificate
- Articles of Association and Memorandum of Association of the company attested by the Indian Embassy or a Notary Public in the country where Registration happened
- The latest audited balance statement of the applicant company.
- A letter of authority granted by the parent company as a local representative of the company.
- A resolution by the foreign company's Board members expressing the intention to establish or set up the project office in India.
- Office by the authorised Bank in India or the Financing Institution
- Documentary proof for the Project Office is financially supported by the Indian Company, which has obtained a term loan from bilateral or multilateral International Financing Agencies, and the Project Banker’s report, presented by the company’s banker, notifies the company’s relationship with the bank.
- Complete details of business activities operated in the project office in India
- Residence Proof of the authorised person of the company
- Copy of the passport of the authorised person of the company
- A letter stating that the company will open an account in an Indian bank
Documents Submitted To The ROC
- Permission from the RBI to start a project office in India
- AOA Amendment and MOA of the Foreign Company
- Notarised copy of Certificate of Incorporation
- An attested copy of the power of attorney stating the name of the personnel residing in India and bringing him responsible to accept any document, report, or notice on behalf of the entity.
- Complete information on the Directors of the Company
- Complete KYC of the shareholders of the company holding more than 10% of shares in the applicant Company
The Registration process of the Project Office in India
Compliance of Documents
It is mandatory to submit all the needed documents of the foreign entity to the RBI. List of documents, such as a certificate of incorporation, board resolutions and MOA and AOA of the foreign company. It is important that the documents are legalised with the authorised signatory of the foreign company either through the Indian Embassy or through apostilled as per the Hague Convention.
CFiling the application
Parent office application for a foreign entity is entered in the FNC. The application is filed with the RBI via an Authorised Dealer or AD Bank. The AD or Authorised Dealer has an important function as all the communication to the RBI is run through them.
Verification of KYC
A request to scrutinise all the documents is sent to the foreign entity’s banker. This process of sending the request for the purpose of verification is known as Swift-based verification. Once the documents are verified and confirmed by the foreign banker, the application is headed for approval. The RBI/AD can also expect the additional documents if required.
Approval of the RBI to set up a Project Office in India
After the company is incorporated, the next step is to open a bank account in India in the company name, in which direct investment from foreign sources should reach the bank account within 180 days of organising the company, with advance notification to the Banker.
Registration of the Project Office of a Foreign Company with the ROC
Once the approval is obtained from the RBI for the formation of a Project Office in India, an application is filed and submitted for the project office registration of the foreign entity within 30 days after approval. DIN is needed if any Indian director and the DSC is needed of the authorised signatory to fill all the e-filing statutory forms with the Register of Companies.
PAN Card, Tax Deduction Number and Bank Account opening
The income tax department of India grants a unique 10-digit number, called the PAN number. After obtaining the PAN number, the Branch Office Registration entity is qualified to open the bank account in the company name. And it is mandatory for every taxpayer to get a Tax Deduction Account Number to follow all the TDS norms.
Other required registrations and licenses
Once the Project Office started its activities, there were different operations related to compliance that rely on the type of business and the state-specific laws that are applicable to all companies subject to commercial activities, such as the Professional Tax Act, Provident Funds Act, Goods and Services Tax (GST), and Employee State Insurance Act (ESIC) - all of which can be navigated effectively with professional Legal Advisory Services.
Why Choose Us for Project Office Registration
- Expert RBI & ROC Compliance: We ensure your project office registration complies with all regulatory requirements, minimizing errors and delays.
- Specialized Support for Foreign Companies: Our team has in-depth experience assisting foreign entities in setting up project offices in India with complete legal clarity.
- End-to-End Documentation: From application preparation to approvals, we handle all documentation accurately to ensure a smooth registration process.
- Faster & Hassle-Free Process: We streamline the entire registration process, coordinating with AD banks and authorities to help you get approvals quickly without complications.
- Post-Registration Compliance Support: We continue to support your business with GST, TDS, and annual compliance requirements to keep your project office fully compliant.
Frequently asked questions
Foreign companies who have been reinforced a contract to set up a project office or to execute an infrastructure in India, execute the business activities or project, through project offices which are duly registered with the Registrar of Companies (ROC) and the Reserve Bank of India (RBI).
No, in case a LO/BO requires to open more than one bank account it needs to acquire the earlier authorization of the RBI via its AD Category I bank affirming the explanation behind the additional account.
Yes, the same bank account can be re-designated as a Branch Office account.
Permission from RBI to start a project office in India AOA and MOA of the Foreign Company Notarized copy of Certificate of Incorporation An attested copy of the power of attorney stating the name of the person residing in India and bringing in him responsible to accept any document or report or notice on the behalf of the entity. Complete information of Directors of the Company Complete KYC of the shareholders of the company holding more than 10% of share in the applicant Company.
Incorporation certificate Article of Association and Memorandum of Association of the company attested by Indian Embassy or Notary Public in the country where Registration happened Latest Audited Balance statement of the applicant company. A letter of authority granted by the parent company as a local representative of the company. A resolution by the foreign company’s Board members expressing the intention to establish or to set up the project office in India. Office by the authorized Bank in India or the Financing Institution Documentary proof for the Project Office is financially supported by the Indian Company has obtained term loan or by bilateral or multilateral International Financing Agencies for the Project Banker’s report presented by the company’s banker notifying the company’s relationship with the bank. Complete details of business activities operated in the project office in India Residence Proof of the authorized person of the company Copy of passport of the authorized person of the company A letter stating that the company will open an account in an Indian bank
Reserve Bank Route In this case, the primary business of a foreign entity falls under the criteria in which 100 % Foreign Direct Investment (FDI) is allowed. Government Route Here the primary business of foreign company falls under the criteria in which100 per cent Foreign Direct Investment is not permitted. Applications from different entities which comes under the criteria of Foreign Non-Government companies, Non-Profit Organizations, Government Bodies, Department are surveyed and reviewed by the Reserve Bank of India associating with the Ministry of Finance, Government of India.
