I. Registration of Liaison Office

Step 1: Eligibility Criteria

  • Foreign parent company must have:
    • A profit-making track record during the immediately preceding three financial years in the home country.
    • A Net Worth of at least USD 50,000 (or equivalent).
  • If these criteria are not met, a Letter of Comfort (LoC) from the parent company may be submitted.

Step 2: Application Submission

  • File Form FNC with the designated Authorised Dealer (AD) Category-I Bank for allotment of Unique Identification Number (UIN).

Step 3: Document Preparation

Attach the following documents (notarized/apostilled where applicable):

  • Certificate of Incorporation / Registration of the foreign entity
  • Memorandum & Articles of Association (MoA & AoA)
  • Audited Financial Statements for the last 3 years
  • Banker’s report from the parent company’s banker
  • Letter of Comfort (if applicable)
  • Resolution/authorization for establishing LO

Step 4: Approval Process

  • The AD Bank processes the application under delegated powers.
  • RBI approval is required for:
    • Entities from Pakistan
    • Activities in restricted sectors (defense, telecom, nuclear energy, private security, media, etc.)

Step 5: Bank Account Opening

  • Open a Rupee-denominated account with the designated AD Category-I Bank for operational expenses.
  • All expenses must be met exclusively through inward remittances from the parent company.

Step 6: Reporting to Authorities

  • Register with State Police Authorities, if applicable (especially for entities from certain countries like Bangladesh, Pakistan, etc.).

Step 7: Compliance Post-Approval

  • Notify RBI and AD Bank about the commencement of operations within 6 months from approval date.

Step 8: Operational & Annual Compliance

  • Only permitted activities allowed:
    • Representing the parent company
    • Acting as a communication channel
  • No commercial, trading, or industrial activity is permitted.
  • Comply with:
    • Submission of Annual Activity Certificate (AAC) to the AD Bank
    • Regulations relating to change of office address, opening of additional bank accounts, or change in activities

Step 9: Extension of Validity Period

  • Submit extension request to the AD Category-I Bank before expiry.
  • AD Bank may grant an extension up to 3 years, subject to:
    • Compliance with original approval
    • Satisfactory functioning of the LO

🔚 II. Closure of Liaison Office

Step 10: Closure & Winding-Up Process

Submit request to AD Category-I Bank with:

  • Copy of RBI approval letter for LO setup
  • Auditor’s Certificate confirming:
    • Computation and basis of remittable amount
    • Disposal of assets
    • All liabilities (gratuity, staff dues, taxes, etc.) have been met or provided for
    • No income from Indian sources remains unrepatriated
  • Confirmation from parent company that:
    • No legal proceedings are pending in India
    • There are no legal impediments to the remittance
  • Compliance certificate/report from:
    • Registrar of Companies (RoC) under Companies Act, 2013
    • Sectoral regulator, if applicable (e.g., IRDAI, SEBI)
  • Proof that Annual Activity Certificates (AACs) have been duly filed
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