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Foreign Offices - Compliances
Where a foreign company has established office in India in form of Branch/Liasion/Project, then such offices have to comply with the following compliances.
Compliances under the Companies Act, 1956
It can be further categorized into following two:
Event Based Compliances
Foreign offices are required to intimate the Registrar of Companies on the happening of following events through the prescribed form on payment on prescribed fees:
| Event |
Applicable Sections |
e-Forms |
Time Limit |
| Change in the Charter, Statutes or Memorandum and Articles of Association of Foreign Company |
593 |
49 |
On or before 31st January of the year following the year in which the alteration has occurred or been made. |
| Change in the Address of the Registered or Principal Office of Foreign Company |
593 |
49 |
On or before 31st January of the year following the year in which the alteration has occurred or been made. |
| Change in the Director and Secretary of a Foreign Company |
593 |
49 |
On or before 31st January of the year following the year in which the alteration has occurred or been made. |
| Change in the names and addresses of persons resident in India Authorized to accept service on behalf of a foreign company |
593 |
52 |
The form must be submitted within one month from the date of alteration |
| Change in the List of places of business established by Foreign company in India. |
593 |
52 |
The form must be submitted within one month from the date of alteration |
| Cessation to have a place of business in India |
593 |
52 |
Immediately on cessation |
| Charge on any Property created by Foreign Company |
600/125/127 |
55 |
The form has to be submitted within 30 days of creation of charge or acquisition of property or creating of instrument in India, as the case may be. |
| Particulars of an issue of Debentures in a series by a Foreign Company |
600 read with Sec. 128 |
57 |
The form must be submitted within 30 days of issue or execution of deed. If there is no such deed, to be submitted after the execution of any debentures of the series. |
| Particulars of series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture holders of the said series are entitled pari passu created by a Foreign Company |
600 read with Sec 128 & 129 |
58 |
The form has to be filed within 30 days of the execution of the deed. |
| Modification of terms and conditions of charge created by a Foreign Company |
600(1) read with Sec. 135 |
59 |
The form must be submitted within 30 days of modification or receipt of instrument in India. The period of 30 days shall be counted after the date on which the original instrument, or a copy thereof has been dispatched duly by post, have been received in India. |
| Satisfaction of charge created by a Foreign Office |
600, read with Sec. 138 |
60 |
The form has to be submitted within 30 days of payment or satisfaction. |
Annual Fillings
Every year, office of the foreign company needs to file the following documents of the Foreign office with the prescribed regulatory authority in prescribed form along with payment of prescribed fees
- Audited Balance sheet & Profit & Loss Account
- Directors Report
- Statutory Auditors Report
- Annual Account of Holding Company
- List of place of businesses in India
In the case of foreign companies, having only liaison office(s) in India (with approval of the Reserve Bank of India which is valid upto the end of the relevant accounting year) and which are not engaged in any trading, manufacturing or other commercial activity in India, than that foreign office is only require to file its Indian Business Accounts along with the following :-
- a copy of the letter issued by the Reserve Bank of India granting approval ,valid upto the end of the relevant accounting year ;
- a statement of receipts of payments made by the Indian Branches of such company, certified by :
- authorized representative of the foreign office ; and
- Chartered Accountant practicing in India: certifying that the said statement gives a true and fair view of the receipts and payments of the company in India ;>
- a statement of the company's assets and liabilities in India certified by
- authorized representative of the foreign office ; and
- Chartered Accountant practicing in India, certifying that the said statement gives a true and fair view of the state of affairs of the company in India;
- a certificate that the company did not carry out any trading, manufacturing or commercial activity or undertook any invoicing of goods in India duly certified by:
- authorized representative of the foreign office ; and
- Chartered Accountant practicing in India
Form: eForm 52
Time Limit: within 9 months from end of financial year of the Company
Regulatory Authority: Registrar of Companies
Compliances under Taxation laws
Every foreign company who has established a permanent establishment in India in form of foreign office has to comply with same taxation compliances as are applicable to Indian Company.
Under Foreign Exchange Regulations
Certificate from Auditor
Every Foreign Office other than project office is required to furnish Annual Activity Certificate from their auditor to the regional office of Reserve Bank of India through designated AD Category – I bank every year on or before April 30 that the company has not carried as carried out only those activities which are approved by the Reserve Bank.
In case of multiple Foreign Office, a combined Annual Activity Certificate in respect of all the Offices in India by the Nodal Office of the Foreign Office.
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