A liaison office, a branch office and a project office of a foreign company report twice over: to the Reserve Bank of India through the authorised dealer bank under FEMA, and to the Registrar of Companies as a foreign company under Chapter XXII of the Companies Act, 2013. The three office types share almost the same annual set, and the differences are marked in the table below.
Filings under FEMA and with the Registrar of Companies
The Annual Activity Certificate is the pivot of the FEMA side and the Registrar filings sit alongside it. All three office types file, unless a row says otherwise.
| # | Compliance | Due date |
|---|---|---|
| 1 | Annual Activity Certificate as at 31 March, from the statutory auditors, submitted to the authorised dealer Category-I bank — RBI Master Direction on the establishment of branch, liaison and project offices. | 30 September each year |
| 2 | Copy of the Annual Activity Certificate to the Director General of Income Tax (International Taxation). | 30 September each year |
| 3 | Foreign Liabilities and Assets return to the Reserve Bank, on the position as at 31 March — under FEMA, 1999. | 15 July each year |
| 4 | Form FC-3 — the accounts of the foreign company, in the form required by Schedule III, together with the list of places of business in India — section 381 and rule 4 of the Companies (Registration of Foreign Companies) Rules, 2014 | Within six months of the close of the financial year, that is by 30 September. The Registrar may extend by up to three months |
| 5 | Form FC-4 — the annual return of the foreign company — section 384(2) and rule 7 | Within sixty days of the close of the financial year, that is by 30 May |
| 6 | Form FC-1 — particulars on establishment of the place of business, and on any alteration in the documents delivered — section 380 and rule 3 | Within thirty days of establishment, and within thirty days of any alteration |
| 7 | Annual report to the Director General of Police of the State in which the office is situated, where the approval carried a security clearance condition | Annually, in the manner set out in the approval |
| 8 | Form 3CEB — accountant's report on international transactions, which a branch or project office will almost always have with its head office | 31 October |
| 9 | Renewal or extension of the approval. | Applied for before the existing validity expires |
A liaison office may not earn any income in India and may only carry on liaison activities. The Annual Activity Certificate is the document by which that is confirmed each year, and an activity outside the approved scope shown in the certificate is the most common cause of difficulty at renewal.
Governance of the office
None of the three office types is a company incorporated in India, so there is no board and no annual general meeting in India. What governs is the resolution of the foreign company's own board and the terms of the approval.
| # | Meeting or obligation | Requirement |
|---|---|---|
| 1 | Annual general meeting in India | Not required. The office is not a separate company incorporated in India |
| 2 | Board resolution of the foreign company | Required for the appointment and change of the authorised representative in India, for the accounts to be delivered under section 381, and for any alteration reported in Form FC-1 |
| 3 | Authorised representative in India | The name and address of one or more persons resident in India authorised to accept service must be delivered to the Registrar, and kept current |
| 4 | Approved scope of activity | Tested every year in the Annual Activity Certificate. A liaison office in particular must be able to show that it has not undertaken any commercial, trading or industrial activity |
Documents required to be drafted
The document set is small, and it is almost entirely evidence: evidence that the office did only what it was approved to do, and that the funds that came in and went out did so through the permitted route.
| # | Document | When |
|---|---|---|
| 1 | Audited accounts of the Indian office, prepared for the year ended 31 March | Before the Annual Activity Certificate is issued |
| 2 | Annual Activity Certificate from the statutory auditors | By 30 September |
| 3 | Accounts of the foreign company in the form required by Schedule III, for Form FC-3 | By 30 September |
| 4 | Board resolution and power of attorney in favour of the authorised representative in India | Kept current, and filed on any change |
| 5 | Record of remittances to and from the head office, with the supporting Form A2 and the bank certificates | Maintained through the year |
| 6 | Transfer pricing documentation for the transactions with the head office and with associated enterprises | Before Form 3CEB is filed |
- Books of account of the Indian office, kept in India at the principal place of business — section 381 read with section 128 of the Companies Act, 2013.
- Record of the places of business in India, which is filed with Form FC-3.
- Register of the authorised representatives and of the documents delivered to the Registrar under section 380.
- Correspondence and approvals with the authorised dealer bank and the Reserve Bank, including the original approval letter and every extension.
- Transfer pricing records under rule 10D of the Income-tax Rules, 1962, kept for eight years.
Taxation and accounting compliances
Alongside the filings with the Registrar, the following tax and accounting compliances commonly apply. Which of them actually bite depends on turnover, on the nature of the receipts and on registration under the respective statute.
| # | Compliance | Due date |
|---|---|---|
| 1 | Form ITR-6 — return of income of the foreign company in respect of its Indian operations | 31 October; 30 November where Form 3CEB is filed, which will usually be the case |
| 2 | Form 3CEB — accountant's report on international transactions with the head office and with associated enterprises | 31 October |
| 3 | Tax audit report in Form 3CA with Form 3CD, where section 44AB applies | 30 September; 31 October where transfer pricing applies |
| 4 | Withholding tax on remittances to the head office and to non-residents, with Form 15CA and the accountant's certificate in Form 15CB | Before each remittance |
| 5 | GST returns — GSTR-1 monthly (11th of the following month) or quarterly under QRMP (13th of the month after the quarter), and GSTR-3B monthly (20th) or quarterly (22nd or 24th, depending on the State group). | Monthly or quarterly, as opted |
| 6 | GSTR-9 — GST annual return, where aggregate turnover exceeds ₹2 crore | 31 December following the financial year |
| 7 | GSTR-9C — self-certified reconciliation statement, where aggregate turnover exceeds ₹5 crore | 31 December following the financial year |
| 8 | TDS returns — Form 24Q (salary), 26Q (resident non-salary) and 27Q (non-resident), by every person holding a TAN | 31 July, 31 October, 31 January and 31 May |
| 9 | TCS return — Form 27EQ, by every person liable to collect tax at source | 15 July, 15 October, 15 January and 15 May |
| 10 | Monthly deposit of TDS and TCS | 7th of the following month; 30 April for March |
| 11 | TDS and TCS certificates — Form 16 (salary), Form 16A and Form 27D | Form 16 by 15 June; Form 16A and 27D within 15 days of the return due date |
| 12 | Advance tax — where the tax liability for the year is ₹10,000 or more, in instalments of 15, 45, 75 and 100 per cent of the estimated liability | 15 June, 15 September, 15 December and 15 March |
Dates are those applicable to the financial year 2025-26 (assessment year 2026-27). The Income-tax Act, 2025 replaces the 1961 Act from tax year 2026-27, and the section numbers in every tax checklist will change from that year — the dates above are stated on the 1961 Act as it applies to this cycle.
Labour law compliances and their applicability
Labour law obligations are triggered by headcount and by wage levels rather than by the form of the entity, so the same table applies whether the employer is a company, an LLP, a firm or a proprietor. The threshold column is what decides whether a line applies at all.
| # | Compliance | Applies to |
|---|---|---|
| 1 | Employees' Provident Fund — monthly ECR and remittance of contributions at 12 per cent by each of employer and employee. Paid by the 15th of the following month. | Establishments employing 20 or more persons. Mandatory coverage up to a wage of ₹15,000 a month; voluntary coverage is possible below the threshold |
| 2 | Employees' State Insurance — monthly contribution and challan at 3.25 per cent (employer) and 0.75 per cent (employee), by the 15th of the following month, and the half-yearly return of contributions where the region still requires it | Establishments employing 10 or more persons (20 in some States for shops). Covers employees drawing wages up to ₹21,000 a month, or ₹25,000 for a person with disability |
| 3 | POSH — constitution of the Internal Committee, a policy, and an awareness and training programme | Every workplace with 10 or more employees, counting all workers of every description. Members hold office for a maximum of three years and must then be reconstituted |
| 4 | POSH annual report to the District Officer, and the disclosure of the number of complaints in the Board's report | Every employer that is required to have an Internal Committee. |
| 5 | Payment of Bonus — payment of the annual bonus and the annual return in Form D | Establishments employing 20 or more persons, for employees drawing up to ₹21,000 a month. Bonus is payable within eight months of the close of the year |
| 6 | Payment of Gratuity — payment on the event, and the notices in Forms A, B and C | Establishments employing 10 or more persons. Payable after five years of continuous service, and after one year for a fixed-term employee |
| 7 | Maternity Benefit — 26 weeks of paid leave, and the registers and returns under the State rules | Establishments employing 10 or more persons. A creche is required at 50 or more |
| 8 | Professional tax — enrolment, registration and the periodic return | Only in the States that levy it — Maharashtra, Karnataka, West Bengal, Tamil Nadu, Andhra Pradesh, Telangana, Gujarat, Madhya Pradesh, Odisha, Kerala, Assam and others. It is not levied in Delhi, Uttar Pradesh, Haryana, Rajasthan or Punjab |
| 9 | Shops and Establishments — registration and, where the State requires it, renewal | Every shop and commercial establishment, from the day it commences. Registration within 30 days; renewal cycles run from one year to lifetime depending on the State |
| 10 | Contract labour — registration of the principal employer, licensing of the contractor, and the periodic returns | Where 20 or more contract workers are engaged (the threshold is 50 under the Occupational Safety, Health and Working Conditions Code, 2020) |
| 11 | Minimum wages — payment at not less than the notified rate, with the variable dearness allowance revision | Every scheduled employment. Central revisions usually take effect on 1 April and 1 October; State cycles differ |
Headcount thresholds are counted across the establishment, not the entity, and several of them are State-specific. Where an entity operates from more than one State the position must be tested State by State.
Event-based compliances
Everything set out above recurs every year. Separately from these, a liaison, branch or project office attracts event-based compliances — obligations that arise only when something particular happens, and that usually carry a short deadline running from the date of the event itself rather than from the close of the financial year.
If an event of this kind has occurred, or is being planned, the position should be checked before the deadline rather than after it. Please write to us with what has happened and we will tell you what has to be filed and by when.
Please do not treat this page as advice on your own facts. Before you rely on it, have the position checked against your own constitution documents, your last filed accounts and your actual figures for the year. We would be glad to do that for you.
Have your position checked
Tell us what the entity is and we will confirm exactly which of these apply to you this year, what is already overdue, and what it will cost to put right.
Prepared by MPS & Associates, Company Secretaries, on the law as it stood on 3 August 2026, by reference to the Ministry of Corporate Affairs, the Securities and Exchange Board of India, BSE Limited, the National Stock Exchange of India Limited, the Reserve Bank of India, the Central Board of Direct Taxes and the Goods and Services Tax Network, as applicable. Statutes, rules, thresholds and due dates change. Nothing on this page is professional advice, and no professional relationship arises from reading it. Please see our Disclaimer.