Closing a Branch, Liaison or Project Office in India: the RBI Process for Foreign Companies

Prepared by AU Corporate's CA-led advisory team · Published 14 October 2026 · General information; confirm the current process with the authorised dealer bank handling the specific closure.

A US company that set up an Indian branch, liaison or project office eventually reaches the point of winding it down — the project is complete, the representative role is no longer needed, or the approval has run its course. Because none of these establishments is a separate Indian company, closing one does not follow the ROC strike-off or liquidation route used for a subsidiary. It follows a foreign-exchange process instead, generally coordinated through the authorised dealer bank that holds the original approval.

Quick answer

How does a foreign company close an Indian branch, liaison or project office?

The foreign company applies to close the establishment through the authorised dealer Category-I bank that holds its approval, rather than through a company-law strike-off, since the establishment is not a separate Indian company. The bank typically reviews the original approval, an auditor's certificate on the remittable amount and settled liabilities, and confirmation that no relevant proceedings are pending, before permitting remittance of any residual funds. Confirm the current document list and process with that bank before starting.

1. Confirm this is a closure, not a company exit

If the US company instead has a wholly owned Indian subsidiary it wants to close, that is a different process entirely — see our guide to closing an Indian subsidiary, which covers ROC strike-off and liquidation under the Companies Act. A branch, liaison or project office is an extension of the foreign company itself, so its closure works through the foreign-exchange framework that permitted it to be established in the first place, generally coordinated with the designated authorised dealer bank rather than the Registrar of Companies.

2. Identify who handles the closure

Responsibility for processing branch and liaison office closures has, over time, moved from the Reserve Bank of India directly to the designated authorised dealer Category-I bank holding the establishment's approval. Confirm with that bank what its current process, required forms and timelines are, since this is the practical starting point rather than approaching the Reserve Bank of India directly in the first instance. Review the Reserve Bank of India's current master directions on establishment in India by foreign entities before relying on an older description of the process.

3. Prepare the documentation the bank will expect

The original RBI/authorised-dealer-bank approval for the establishment and any subsequent extensions or activity changes.
An auditor's certificate showing how the remittable amount has been computed, and confirming known Indian liabilities — including statutory dues and employee settlements — have been paid or adequately provided for.
Confirmation that no relevant legal, tax or regulatory proceedings are pending against the establishment.
A Registrar of Companies compliance confirmation, where the establishment was separately registered with the ROC as a foreign company presence.
Closure of local registrations — GST, tax deduction accounts, any state or sector-specific licences — in step with the establishment's wind-down.

4. Settle operational matters before applying

Treat closure as a project with its own timeline: settle employee claims and final payroll, close out supplier and customer contracts, reconcile the establishment's books, collect outstanding receivables, and confirm the tax position for the final period of activity. For a project office specifically, this generally means reconciling the closure with the underlying project's completion and warranty obligations before applying to close the office itself.

See our branch office guide, liaison office guide and project office guide for what each structure was approved to do, since the closure documentation generally needs to reconcile actual activity with the original permitted scope.

5. Plan the remittance of residual funds

Once liabilities are settled and the bank is satisfied with the supporting documentation, any remaining funds can generally be remitted back to the foreign company, subject to the applicable foreign-exchange regulations on remittance of assets. Confirm the current regulatory basis and any reporting steps with the authorised dealer bank, and keep the full closure file — approvals, certificates and bank confirmations — as part of the foreign company's permanent records.

Frequently asked questions

Is closing a branch or liaison office the same process as closing an Indian company?

No. A branch, liaison or project office is not a separate Indian company, so it does not go through ROC strike-off or liquidation under the Companies Act. It closes through a foreign-exchange process generally handled by the authorised dealer bank that holds the establishment approval, under the applicable FEMA framework.

Who approves the closure of a branch or liaison office?

Closure approvals for branch and liaison offices are generally handled by the designated authorised dealer Category-I bank, rather than directly by the Reserve Bank of India, following a change in delegated authority some years ago. Confirm the current process and the specific bank requirements before starting, since procedures can be updated.

What does the bank typically ask for before releasing residual funds?

Commonly cited requirements include the original establishment approval, a certificate from the auditor on how the remittable amount was computed and confirming that known Indian liabilities have been paid or provided for, and confirmation that no relevant legal proceedings are pending. Confirm the current document list directly with the authorised dealer bank, since requirements can vary by case.

Does a project office close the same way as a branch or liaison office?

The same general principle applies — it is not a company strike-off — but closure of a project office is typically tied to the completion of the specific project it was approved for, with its own documentation on project completion, settlement of liabilities and remittance of surplus funds.

This article is general information, not legal advice. Confirm the current FEMA framework, the specific authorised dealer bank's process, and the establishment's own facts before acting.