How to Open a Liaison Office in India: Complete Procedure
Expanding into India can be a strategic move for global companies looking to tap into one of the fastest-growing markets in the world. One of the most common ways for foreign businesses to establish a presence without engaging in full-scale commercial operations is by setting up a Liaison Office.
At KB Chandna & Co., we guide foreign entities through every step of this process — from approval to compliance — ensuring a seamless setup experience.
Understanding Liaison Office in India
A Liaison Office (LO) acts as a communication bridge between a foreign parent company and its Indian stakeholders. As per the Reserve Bank of India (RBI) guidelines, it serves only as a representative office — not as a profit-generating entity.
Permitted Activities
- Promoting import/export relationships
- Representing the parent company in India
- Acting as a communication channel
- Coordinating between head office and Indian parties
Restrictions
A liaison office cannot undertake any commercial, trading, or industrial activity in India. It must operate solely on inward remittances from the parent company.
Benefits of Opening a Liaison Office in India
- Market Exploration: Helps assess business potential before establishing a larger setup.
- Brand Presence: Builds visibility and trust with local clients and regulators.
- Cost-Effective: Requires minimal investment and compliance compared to a subsidiary.
- Networking: Facilitates stronger ties with local authorities, clients, and partners.
Eligibility Criteria for Setting Up a Liaison Office
According to RBI guidelines:
- The parent company should have a track record of profit in the previous three financial years.
- Minimum net worth of USD 50,000 or equivalent.
- Must be engaged in a sector where foreign investment is allowed.
Governing Authorities
- Reserve Bank of India (RBI): Grants permission to establish the Liaison Office.
- Ministry of Corporate Affairs (MCA): Oversees registration and annual compliance.
- Authorized Dealer (AD) Category-I Bank: Processes applications and monitors transactions.
Step-by-Step Procedure to Open a Liaison Office in India
Step 1: Determine Eligibility
Ensure that the parent company meets all financial and legal requirements as per RBI regulations.
Step 2: Obtain RBI Approval via AD Bank
The application (Form FNC) must be submitted through an Authorized Dealer Bank to the RBI for approval.
Step 3: Documentation Process
Gather and submit necessary documents such as incorporation certificate, financials, and parent company charter.
Step 4: PAN Application
Apply for a Permanent Account Number (PAN) for tax identification purposes.
Step 5: Registration with ROC
Register the Liaison Office as a Foreign Company under Section 380 of the Companies Act, 2013.
Step 6: Opening a Bank Account
Open a special Liaison Office bank account to receive inward remittances from the parent company.
Step 7: Post-Approval Compliance
Inform RBI and ROC about the commencement of operations and maintain records of all transactions.
Documents Required
- Certificate of Incorporation of the parent company
- Memorandum and Articles of Association
- Audited financial statements for the past three years
- Letter of authority from the parent company
- KYC of authorized representatives
- Banker’s report and financial stability proof
Timeline for Setting Up a Liaison Office
- RBI Approval: 4–6 weeks
- ROC Registration: 2–3 weeks
- Bank Account Setup: 1 week
On average, the entire process takes 8–10 weeks under normal conditions.
Post Incorporation Compliance
- Annual filing of Activity Certificate to RBI via AD Bank.
- Audit of accounts by a practicing Chartered Accountant.
- Filing of Annual Return (Form FC-3) with ROC.
- Renewal or closure filings when applicable.
Validity and Renewal of Liaison Office
RBI grants approval typically for 3 years, extendable upon request. Renewal applications must be submitted before expiry along with updated documents.
Taxation for Liaison Offices in India
A Liaison Office is not liable for income tax unless it engages in commercial activities. However, it must still:
- File annual tax returns.
- Maintain proper accounting records.
- Follow transfer pricing regulations for any service interactions.
Conversion into Branch or Subsidiary Office
Once the business grows, the Liaison Office can be converted into:
- Branch Office: To engage in limited commercial activity.
- Wholly Owned Subsidiary: For complete operational control.
This conversion requires RBI and MCA approvals.
Common Challenges Faced
- Lengthy approval timelines.
- Difficulty in document authentication and notarization.
- Coordination between multiple government departments.
How KB Chandna & Co. Can Help
At KB Chandna & Co., we offer end-to-end support for foreign companies looking to open a Liaison Office in India, including:
- Application drafting and RBI coordination.
- Documentation and registration with MCA.
- Accounting, taxation, and compliance management.
Our experienced professionals ensure your setup is compliant, efficient, and hassle-free.
Conclusion
Setting up a Liaison Office in India is a strategic first step for global businesses to establish a soft footprint in the Indian market. While the process involves multiple regulatory approvals, with expert guidance from KB Chandna & Co., you can ensure a smooth, compliant, and successful establishment.
FAQs
1. What is the difference between a Liaison Office and a Branch Office?
A Liaison Office cannot earn income or conduct business, while a Branch Office can engage in specific commercial activities.
2. Can a Liaison Office earn revenue in India?
No, it can only operate through funds received from the parent company.
3. How long does it take to set up a Liaison Office in India?
Generally, it takes around 8–10 weeks from documentation to final approval.
4. Is RBI approval mandatory?
Yes, all foreign entities must obtain RBI approval before establishing a Liaison Office.
5. Can a Liaison Office hire Indian employees?
Yes, it can employ Indian staff for liaison activities, subject to compliance with local labor laws.
