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India market entry · Foreign company ROC compliance

ROC Compliance for Foreign Companies in India: Forms FC-1, FC-3, FC-4

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

Under Chapter XXII of the Companies Act, 2013, a branch office, a liaison office and a project office are all the same thing from the Registrar of Companies' point of view: a foreign company that has set up a place of business in India. The registration form, the annual filings, and the forms for reporting a change are identical across all three structures — only the FEMA approval route and the compliance that follows registration actually differ between them.

Quick answer

What Registrar of Companies compliance applies to a branch, liaison or project office in India?

A foreign company that sets up a place of business in India must file Form FC-1 with the Registrar of Companies within 30 days, naming an authorised representative resident in India. It then files its financial statements in Form FC-3 within six months of its year end and its annual return in Form FC-4 within 60 days, with Form FC-2 for any change in registered particulars, until the office is closed.

1. Form FC-1: registration within 30 days

A foreign company that establishes a place of business in India — whether a branch office, a liaison office, or a project office — must file Form FC-1 with the Registrar of Companies within 30 days of setting up. The form needs a certified copy of the foreign company's charter documents (translated into English where they are not already in it), the registered office address both abroad and in India, the list of directors and secretary, and the details of at least one authorised representative resident in India, who is authorised to accept notices and legal service on the foreign company's behalf.

2. No Indian board, no resident director

None of the three structures needs Indian board meetings, an AGM, or a resident director of the kind a wholly owned subsidiary needs under Section 149(3) of the Companies Act. The foreign company's own governance continues to apply; only the FC forms and the authorised representative requirement are specific to its Indian place of business. See our 4-way entity comparison for how this contrasts with a subsidiary's own governance requirements.

3. Form FC-2: reporting changes

Form FC-2 reports a change in the foreign company's registered particulars — its directors, charter documents, Indian address, or authorised representative — within a set period after the change occurs. For a project office specifically, a material change to the underlying contract (term, value or scope) is worth reviewing against both the FEMA approval and the ROC record, since the two filings are meant to describe the same underlying facts.

4. Annual filings: Form FC-3 and Form FC-4

  • Form FC-3 delivers the foreign company's financial statements to the ROC, due every year within six months of the end of its financial year.
  • Form FC-4 is the annual return, due every year within 60 days of the close of the financial year.

Both filings continue every year the office remains open, regardless of whether it is a branch office with no fixed end date or a project office tied to a single contract.

5. Signage, charges and CSR

  • The foreign company must display its name and country of incorporation outside every office in India and on business letters and notices, along with whether its members' liability is limited.
  • Where the office creates a charge on its property in India — such as a bank loan secured on assets — the charge must be registered with the ROC within the prescribed time.
  • CSR rules can apply to a foreign company with a branch or project office if it meets the net worth, turnover or profit test under the Companies Act, checked against the current thresholds each year.

6. Missed filings and closure

A missed FC filing can bring fines on the company and its officers, with a daily penalty for continued delay, and notices from the ROC. Reviewing past filings, filing anything overdue, and setting a calendar going forward is the practical fix. On closure — for a branch office, when the business stops; for a project office, when the project itself is complete — the FC-3 and FC-4 filings should be brought current up to the closure date, and the ROC informed of the closure of the place of business, so nothing is left pending. See our guide to closing a branch, liaison or project office for the full closure sequence across FEMA, tax and the ROC together.

Frequently asked questions

What is Form FC-1 and when must it be filed?

Form FC-1 is the registration of a foreign company’s place of business — a branch, liaison or project office — with the Registrar of Companies. It must be filed within 30 days of establishing the place of business, with charter documents, the list of directors, the registered office address, and the authorised representative.

What documents are needed for Form FC-1?

A certified copy of the foreign company’s charter documents (translated into English where needed), its registered office address abroad and in India, the list of directors and secretary, and the details of at least one authorised representative resident in India.

Who is the authorised representative, and is a resident director needed too?

The authorised representative is at least one person resident in India authorised to accept notices and legal service on the foreign company’s behalf. No Indian board meetings, AGM, or resident-director requirement applies — those are company-law requirements for an Indian subsidiary, not for a branch, liaison or project office.

What is Form FC-2 and when is it filed?

Form FC-2 reports a change in the registered particulars of a foreign company — its directors, charter documents, Indian address, or authorised representative — within a set period after the change occurs.

What are Form FC-3 and Form FC-4, and when are they due?

Form FC-3 delivers the foreign company’s financial statements to the ROC, due every year within six months of the end of its financial year. Form FC-4 is the annual return, due every year within 60 days of the close of the financial year.

Does CSR apply to a branch, liaison or project office?

It can. The CSR rules apply to a foreign company with a branch or project office in India if it meets the net worth, turnover or profit test under the Companies Act, checked against the current thresholds each year.

What happens if a foreign company misses an FC filing?

A missed filing can lead to fines on the company and its officers, with a daily penalty for continued delay, and notices from the ROC. Past filings should be reviewed, overdue forms filed, and a calendar set going forward to avoid a repeat.

How S U and Company can help

We prepare and file Form FC-1 through FC-4, act as or help appoint the authorised representative, and run the annual ROC calendar for branch, liaison and project offices alike. See our branch office registration guide, liaison office registration guide and project office registration guide, or explore the US-to-India entry guides.

Sources and further reading