Branch Office Registration in India for Foreign Companies

Prepared by S U and Company's CA-led advisory team · Published 27 October 2026 · About S U and Company

A branch office is the foreign company itself operating in India under a defined, permitted scope — not a separate Indian company. Registration runs through two parallel tracks: foreign-exchange approval under FEMA, and company-law registration with the Registrar of Companies. Both have to clear before the branch can open a bank account and start work.

1. Confirm eligibility before applying

Under the FEMA 2016 regulations on establishing branch offices, a foreign company generally needs a profit-making track record in its home country for the preceding five financial years and a net worth of at least USD 100,000 (or the equivalent in another currency). These are tested against the applicant's own financials, not the wider group's, unless the group formally backs the application.

Applicants from Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong Kong and Macau need prior RBI approval rather than the standard route through an authorised dealer (AD) Category-I bank, and sectors such as defence, telecom and broadcasting need separate government clearance regardless of the applicant's country. A Sri Lankan applicant additionally registers with the State Police; a Russian applicant uses the general AD bank route, though banks may apply extra scrutiny to payments.

2. What a branch office is permitted to do

The permitted activities under the FEMA 2016 regulations are specific, and the approval only covers what is actually applied for:

• Export and import of goods by the branch office.
• Professional or consultancy services, and IT and software development services.
• Research in which the parent company is itself engaged.
• Acting as a buying or selling agent, and providing technical support for the parent's products.
• Promoting technical or financial collaborations between the parent and Indian companies.

Retail trading and manufacturing on the branch's own account are not allowed, though contract manufacturing through an Indian manufacturer is permitted. Matching the actual business plan to this list before applying avoids a mismatch between what is approved and what the branch ends up doing in practice.

3. The document set from the head office

• Audited financial statements for the last five years, plus a net worth certificate from an accountant.
• Certificate of incorporation and charter documents, notarised and apostilled.
• A board resolution approving the branch office, its activities, and an authorised signatory.
• A business plan covering the India activity, its funding, and the parent's group structure.
• An Indian office address — a leased office, co-working space, or registered-address service.
• At least one authorised representative resident in India to receive notices on the branch's behalf for ROC purposes.

4. The registration sequence, step by step

• Eligibility and route check. Confirm net worth, track record, the applicable approval route, and that the proposed activity fits the permitted list.
• Form FNC. Prepare the application and the supporting document set for the AD bank, or the RBI where prior approval applies.
• Approval and UIN. Once approved, the branch office receives a Unique Identification Number (UIN), which it quotes in all later dealings with banks and authorities.
• ROC registration, PAN, TAN. File Form FC-1 with the Registrar of Companies within 30 days of establishing the branch, then obtain PAN and TAN.
• Bank account. Open the branch office's account and receive the first remittance from the head office.

Indian filings can generally be prepared in parallel with the overseas notarisation and apostille process, which is usually the longer lead time of the two. The full sequence typically runs 4 to 8 weeks.

5. Branch office or subsidiary: the structural differences

See our branch office vs subsidiary comparison and 4-way entity comparison for the fuller picture, including liaison offices and LLPs.

6. The rules may change

In October 2025 the RBI released draft regulations that would drop the net worth and profit-track-record tests and let AD banks approve most cases directly, without the current eligibility hurdles. These were not confirmed as formally notified at the time of writing, so the 2016 regulations continue to apply — current eligibility and process should be confirmed at the time of application rather than assumed from this guide alone.

7. What comes after registration

Registering the branch office is the starting point, not the end of the compliance picture. Four further workstreams run for as long as the branch operates: FEMA and RBI reporting, tax and GST compliance, accounting and audit, and payroll and labour law. See our guides on each:

• FEMA and RBI compliance for a branch office — the Annual Activity Certificate, profit remittance, and closure.
• Tax, GST and transfer pricing for a branch office — income tax rates, GST registration, and remittance tax paperwork.
• Accounting, reporting and audit for a branch office — monthly bookkeeping, head office reconciliation, and audit coordination.
• Payroll and labour law compliance for a branch office — EPF/ESIC, professional tax, the Labour Codes, and FRRO for expats.
• ROC compliance for a branch office (FC forms) — Form FC-1, FC-2, FC-3 and FC-4.

Frequently asked questions

How S U and Company can help

We check eligibility, prepare and file Form FNC and Form FC-1, and coordinate the bank account opening for foreign companies registering a branch office in India, including applicants that need prior RBI approval. See our project office registration guide if your presence is tied to a single Indian contract rather than an ongoing operation, or explore the US-to-India entry guides.

Sources and further reading

• Reserve Bank of India — FEMA and the foreign-exchange framework for branch offices.
• Ministry of Corporate Affairs — Form FC-1 and company-law registration.