Liaison Office registration in India

Liaison Office Registration
in India

A Low-Commitment Way to Test the Indian Market

Representation, Research and Liaison — Without Commercial Operations

A Liaison Office (also called a Representative Office) is the simplest way for a foreign company to maintain a presence in India without forming an Indian company. It acts as a communication channel between the foreign parent and Indian customers, suppliers or government bodies. It cannot generate revenue, raise invoices or enter into commercial contracts — all operating expenses are met from inward remittance by the parent. The trade-off for the operating restrictions is a lighter regulatory footprint than a Wholly Owned Subsidiary or Branch Office.

We are often engaged by foreign parents who want to validate market demand for 12–36 months before committing to a full subsidiary structure, or by service-sector multinationals that need an on-the-ground presence to handle technical liaison and partner relationships. This page sets out the eligibility, approval path, permitted activities, annual compliance and how to convert a Liaison Office to a Subsidiary or Branch later. For an overview of all entry options, see our pillar guide on Foreign Company Registration in India.

Permitted Activities
  • Representing the parent company or group companies in India.
  • Promoting export from / import into India.
  • Promoting technical or financial collaborations between the parent and Indian companies.
  • Acting as a communication channel between the parent and Indian customers, partners and authorities.
  • Conducting market research and feasibility studies (without commercial intent).
Prohibited Activities
  • No commercial, trading or industrial activity directly or indirectly.
  • No raising of invoices or receipt of commission/fees in India.
  • No entering into contracts that bind the parent commercially.
  • No borrowing or lending of money in India.
  • No acquisition or holding of immovable property (except a leased office).
Eligibility — Who Can Open a Liaison Office in India
  • The foreign parent must have a profit-making track record during the immediately preceding three financial years in the home country.
  • Net worth of not less than USD 50,000 (or equivalent), certified by the parent\'s statutory auditor.
  • Applicants that do not meet the financial criteria can apply through a Letter of Comfort from a group company that does meet the criteria.
  • Applications from entities of certain neighbouring countries require prior approval of RBI in consultation with the Government of India.
  • Activity must fall within the FDI policy of the relevant sector (a Liaison Office is not a way to bypass sector restrictions on FDI).
Approval Process — Step by Step
  1. Pre-application: we run a sector-fit and eligibility check, draft the application narrative, and assemble parent-company documents (apostilled / consularised).
  2. Form FNC submission: filed online via the AD Category-I Bank, which forwards it to RBI for approval.
  3. RBI processing: typically 4–8 weeks; can be longer for sectors under prior-approval. RBI may seek clarifications, which we respond to.
  4. Approval letter: RBI issues a Unique Identification Number (UIN) and approves the LO for an initial period of three years.
  5. Post-approval registration: ROC registration under Section 380 of the Companies Act 2013 within 30 days, PAN, TAN, opening of an AD bank account in the LO\'s name.
Documents Required
  • Certificate of incorporation, MoA and AoA of the foreign parent (apostilled, English).
  • Audited financial statements of the parent for the last three years.
  • Net worth certificate from the parent\'s statutory auditor.
  • Board resolution from the parent authorising the LO setup and nominating an Authorised Representative.
  • Passport copy and address proof of the Authorised Representative.
  • Proposed registered office address proof (utility bill + NOC from owner).
  • Brief background and activity scope note.
  • Letter of Comfort (if applying on a group-company basis).
Annual Compliance for a Liaison Office
  • Annual Activity Certificate (AAC): audited by a chartered accountant, submitted to the AD Bank and the Director General of Income Tax (International Taxation) by 30 September each year.
  • Income Tax Return: mandatory even though there is no taxable income; nil/loss return filed on the LO\'s PAN.
  • Books of accounts in India, in English, retained for eight years.
  • Renewal / extension application to AD Bank before the three-year approval expires.
  • Intimation of any change in activity scope, parent details, authorised representative, or registered office to AD Bank and RBI.
Conversion to Wholly Owned Subsidiary or Branch Office

When commercial operations become viable, the Liaison Office is wound up (closure intimation to RBI through AD bank, remittance of surplus, surrender of UIN) and a new entity — typically a Wholly Owned Subsidiary or Branch Office — is incorporated. We handle both legs of the transition as a single engagement so there is no gap in compliance or banking continuity.

Considering a Liaison Office, but not sure if it fits your India intent? Talk to us first. An hour of structuring conversation can save months of compliance friction down the road.