Chartered Accountants◆Practising since 2016

IV. FEMA, RBI & Corporate Law

FEMA compliance for a branch office: approval to closure

A branch office's approval comes with conditions that last as long as the branch does. It must stay within its permitted activities, file an Annual Activity Certificate every year, route funds through designated accounts, report changes to the AD bank and follow a set process to remit profits or close down.

Supervisor
AD Category-I bank
Annual certificate
By 30 September
Profits
Remittable after tax
Closure
Through the AD bank

§ 1

Living with a branch approval

The AD bank that approved the branch is its point of contact with the RBI. The Annual Activity Certificate, signed by a Chartered Accountant, goes to that bank with the audited accounts each year. Any new activity, change of address within the city, or additional office needs to be checked against the approval; some changes need the bank's prior consent.

Branch profits may be remitted to the head office after tax, supported by audited accounts, a tax payment certificate and an auditor's certificate. Acquiring immovable property in India is permitted for the branch's own activities, subject to reporting, and not for investment.

§ 2

The law that applies

FEMA Regulations, 2016 and RBI Master DirectionOngoing conditions, AAC, changes, remittances and closure.
FEMA (Acquisition and Transfer of Immovable Property in India) RegulationsProperty acquired by a branch office.

§ 3

Issues and how we solve them

The problems that most often hold up or complicate this work, and how we deal with each.

  1. Issue 1

    The branch has started an activity not in its approval.

    Our approach

    We assess whether it falls within the permitted list; if not, we advise stopping it or seeking approval, and reflect the position accurately in the AAC.

  2. Issue 2

    Profit remittance is delayed by documentation.

    Our approach

    We prepare the remittance pack (audited accounts, tax certificates, auditor's certificate and Form 15CA/15CB equivalents) as soon as the return is filed.

§ 4

Process and timeline

  1. 1

    Annual

    Annually

    Annual Activity Certificate with audited accounts.

    Filing: AAC by 30 September

  2. 2

    Event-based

    As needed

    Changes, additional offices, property, remittances.

  3. 3

    Closure

    On exit

    Closure application, auditor's certificate and tax clearance.

§ 5

Our scope of work

Included

  • Annual Activity Certificate
  • AD bank liaison
  • Profit remittance documentation
  • Change and property reporting
  • Closure

§ 6

Questions

What happens if the Annual Activity Certificate is not filed?

The AD bank and RBI may treat it as a contravention, which can lead to compounding and, in serious cases, review of the approval.

Can a branch office buy property in India?

It can acquire property needed for its permitted activities, subject to FEMA conditions and reporting.

Prepared by CA Utsav Dogra, Chartered Accountant, ICAI M. No. 542375, SU and Company · Last reviewed 4 November 2026. General information only, based on the law as it stood on that date; it is not advice for any particular case.

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