Foreign Company Registration in India: Branch, Liaison & Project Office FAQ

This is the single most consequential clarification for anyone starting India market-entry research, and it is often missed: a Foreign Company under Section 2(42) of the Companies Act, 2013 is a very different animal from an Indian subsidiary.

A "foreign company" registration (governed by Sections 379–393 and the Companies (Registration of Foreign Companies) Rules, 2014) applies when a company incorporated outside India establishes a place of business in India — as a Liaison Office, Branch Office, or Project Office. The Indian "place of business" is not a separate legal entity. It remains, legally, an extension of the foreign parent.

A Wholly Owned Subsidiary (WOS) — a Private Limited Company incorporated in India, even if 100% foreign-owned — is an Indian company in every legal sense. It is not a "foreign company" under Section 2(42), regardless of how much foreign shareholding it carries. If a foreign entity acquires 100% of an existing Indian company's shares, that company does not become a foreign company either — it stays Indian unless it ceases to be incorporated here.

Why this matters commercially: BO/LO/PO registration suits limited-scope activities (representative offices, project execution, professional/consultancy services) and comes with real restrictions — no retail trading, no manufacturing, no independent legal identity, and (for a Branch Office) agreements and employment contracts that are legally those of the foreign parent, not a local entity. Most companies planning to hire a team, raise local capital, or issue ESOPs are better served by incorporating a WOS from the outset — see our subsidiary types guide (linked below) for the full comparison.

RBI classifies every foreign-company place of business into one of three categories, each with a distinct activity envelope.

Liaison Office — a pure representative/communication channel. Permitted to represent the parent or group companies in India, promote export/import, promote technical or financial collaborations, and act as a communication link with Indian companies. It cannot undertake any commercial, trading, or income-generating activity in India. The permitted National Industrial Classification (NIC) code selected at registration must match what RBI actually authorizes for liaison offices.

Project Office — scoped strictly to the activities named in the RBI/project approval letter, for the duration of the underlying project (typically a specific contract awarded to the foreign company by an Indian entity).

Branch Office — the broadest of the three, but still bounded. Permitted activities include export/import of goods, professional or consultancy services, research in the parent's field of business, promoting technical/financial collaborations, acting as a buying/selling agent, IT and software development services, technical support for parent-supplied products, and airline/shipping operations.

Two hard restrictions apply to every Branch Office: it cannot conduct retail trading of any nature, and it cannot carry out manufacturing or processing activities in India — directly or indirectly. Companies that need either of those must incorporate a subsidiary instead.

Validity differs sharply by office type. A Liaison Office is approved for a maximum of 3 years initially, with further extensions available. A Project Office runs only for the life of the specific project it was approved for. A Branch Office, by contrast, has no time limit once approved. Any other structure is governed by the specific terms of its RBI approval.

RBI (or, for entities operating from GIFT City, the IFSCA) approval must be classified and obtained before the Form FC-1 registration is filed with the Registrar of Companies — the sectoral regulator approval is a precondition, not a parallel track. For a Branch in GIFT IFSC specifically, IFSCA approval precedes the FC-1 filing.

Two structural exceptions to "RBI first" exist: banking units and branch offices from land-border-sharing countries, where RBI approval is required ahead of IFSCA approval even inside an IFSC. There is currently no single-window clearance that substitutes for these sectoral approvals — the National Single Window System (NSWS) helps identify which approvals are needed, but it does not replace the underlying MCA or RBI filings. There is also no automatic data-sharing mechanism between RBI and MCA today, so documentation has to satisfy both regulators independently, even where the substance overlaps.

The Companies (Registration of Foreign Companies) Rules, 2014 use four core e-forms, and mixing them up is a common source of delay.

Form FC-1 — the initial registration. Must be filed with the Registrar of Companies (Central Registration Centre) within 30 days of establishing a place of business in India, supported by charter documents, the list of directors/secretaries, and an authorization (board resolution or power of attorney).

Form FC-2 — the change/update form. Subsequent projects or changes to an already-registered foreign company are reported through FC-2, not a fresh FC-1. A new FC-1 is only required if a new project creates a genuinely separate place of business. FC-2 also has to be filed every time RBI extends a Liaison Office's approval — the extension itself does not renew automatically on the MCA side.

Form FC-3 — the annual accounts filing for a foreign branch.

Form FC-4 — the annual return, covering board meetings, AGM, and director details of the parent company that established the branch or liaison office (not a local board, since none exists). One frequently asked wrinkle: the Companies Act does not permit shares to carry a nominal/par value of zero, so FC-4 filers whose parent has no-par-value shares still need to reflect a compliant figure.

A related point worth flagging: CSR-2 is not automatically exempt for foreign companies — a foreign bank branch or any foreign company meeting the Section 135 eligibility thresholds must file it like any other covered entity, since Section 384(2) extends CSR obligations to foreign companies to the specified extent.

Name reservation for anything with foreign parentage runs through Rule 8 and Rule 8A of the Companies (Incorporation) Rules, 2014, and it is a two-step test, not one.

Step one: the proposed name must be available in the MCA National Names Database — not already taken by an existing company or LLP. Step two: even if available, it still has to clear the Rule 8 resemblance/similarity test. Passing step one does not guarantee passing step two.

A frequent misconception is that simply appending "India" (or a state/city name) to the foreign parent's name guarantees approval. It does not — addition of "India" alone does not automatically make a name distinguishable if a similar Indian company already exists. The Registrar can require a materially different name even when the applicant holds the trademark or has written authorization from the foreign parent; authorization from the parent does not override India's name-availability rules.

A separate scenario worth planning for: if an unrelated third party holds a registered trademark that resembles your proposed name, the Registrar-CRC will typically insist on a No-Objection Certificate from the trademark proprietor before approving the name — unless the trademark's registered classes genuinely do not overlap with your proposed Indian business activities, in which case an exception may apply. Building 2–3 alternate name options into your registration timeline avoids losing weeks to a single rejected application.

Under Section 380 of the Companies Act and Rule 3 of the Companies (Registration of Foreign Companies) Rules, 2014, every foreign company registration needs: charter documents/AOA/Certificate of Incorporation; a board resolution or power of attorney; the sectoral approval letter (RBI/IFSC/AD Bank); identity and address proof for directors and the company secretary; identity, address, and PAN details for the India-based authorized representative; and address proof plus a NOC or agreement for the Indian place of business.

Rule 9 requires the charter documents, board resolution/power of attorney, and director/secretary proofs to be delivered as duly certified copies — notarized, apostilled, or consularized, depending on the originating jurisdiction (more on that below).

A few operational details that trip up first-time filers: acceptable identity/address proof includes passport, voter ID, driving licence, Aadhaar, bank statements, or utility bills, but utility bills and similar proofs cannot be older than 2 months; a registered-office rent agreement should not run longer than 5 years; and any document not in English requires a certified English translation under Rule 10. The filing must also disclose any earlier Indian places of business, existing Indian subsidiary/holding/associate companies, related parties, and whether Section 379(2) applies to the entity.

This is the area with the most jurisdiction-specific nuance, and the rule that resolves nearly every question here is simple but easy to miss: certification requirements follow the place where the document is signed, not the signer's nationality.

For example, a US national signing the MoA/AoA in Malaysia only needs notarization (Malaysia is a Commonwealth country, where apostille is not required even though Malaysia also happens to be an Apostille Convention signatory). But a South African national signing the same documents in the USA needs notarization followed by apostille, because the US is where the signing took place.

Applying that principle by common jurisdiction:

• USA: subscription documents require notarization and apostille.
• Germany: Germany has formally opposed India's accession to the Hague Apostille Convention, so German-originated documents require notarization and consularization, not apostille.
• Dubai/UAE: not a signatory to the Apostille Convention, so documents require notarization and consularization.
• Commonwealth countries generally (e.g., Malaysia): notarization alone typically suffices.

A board resolution supporting a name approval application does not itself need notarization/apostille — that requirement attaches to the signing of the MoA/AoA and to identity proofs, not to every supporting document in the file.

On signing mechanics: subscriber sheets can be signed physically and then certified per the rules above. Digital signature (DSC) signing by a foreign national is only permitted if that person is physically in India on a valid Business Visa at the time of signing — and if signing happens in India, e-MoA/e-AoA become mandatory. There is no fixed statutory validity period for notarized/apostilled documents; in practice, the certifying authority's own stated validity governs.

India applies materially tighter rules to entities and individuals connected to countries sharing a land border with it, and separately to a defined list of restricted countries — the two lists overlap but are not identical, and both come up often enough to warrant a dedicated checklist.

Land-border-sharing countries (this reaches China specifically): director appointments require prior security clearance through the MHA e-Sahaj portal before a Director Identification Number (DIN) can be obtained. This is an MCA/MHA-side control, separate from FDI approval. It also means beneficial-ownership structuring matters — a UK company with Chinese shareholding, for instance, may still need government-route FDI approval depending on beneficial ownership, on top of the e-Sahaj clearance for any China-linked directors. For subscribers (as opposed to directors) from these countries, approval requirements may instead arise under DPIIT's FDI policy rather than through e-Sahaj.

Citizens of Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran, or China require prior RBI permission before establishing any place of business in India at all — this is a threshold gate before the FC-1 process even begins. Entities from Nepal are restricted to Liaison Offices only. None of Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran, Bhutan, or China may acquire immovable property in India even for a Branch Office — they may only lease for up to 5 years.

Separately, partnership or proprietary concerns registered abroad cannot establish a Branch, Liaison, or Project Office in India at all — only body corporates can.