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Project Office Registration

For the purpose of registering a project office an application is filed with the Category 1 AD Bank, application is submitted with the prerequisite set of documents which includes the copy of the project agreement and an undertaking stating that the project shall be funded with inward remittance from abroad or via an arrangement with the bilateral or multilateral international finance agency.

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Overview of Project Office Registration

A foreign company is liable to set up a project office in India if a project has been assigned to them by the government or a private sector, provided that the project has to be executed in India only. The foreign company can open a project office either on a temporary basis or permanent basis. It is necessary to complete the registration process with RBI & ROC before commencing the operations of business. Project office registration cannot be done until all the requisite conditions are met.

For the purpose of registering a project office an application is filed with the Category 1 AD Bank, application is submitted with the prerequisite set of documents which includes the copy of the project agreement and an undertaking stating that the project shall be funded with inward remittance from abroad or via an arrangement with the bilateral or multilateral international finance agency. On receiving the application approval from RBI, the next step is to apply for project office registration with the ROC and the local police.

Reserve Bank of India has the authority to approve the project office of a foreign company in India. But before establishing project office in India, it is essential for the foreign company to get into a secured contract with an Indian company. RBI guidelines and Companies Act, 2013 has made it mandatory for a foreign company to acquire the certificate of registration with the Registrar of Companies (ROC) if the foreign company wants to establish a project office in India. It has to adhere to all the procedural formalities during the project office registration process.

Investment Entry Routes in India

  • Reserve Bank Route

    Where the primary business of foreign company falls under the criteria where 100 percent Foreign Direct Investment (FDI) is allowed.

  • Government Route

    Where the primary business of foreign entity falls under the criteria where 100 percent Foreign Direct Investment is not allowed. Applications from companies which comes under the category of Foreign Non-Government Organizations/Non-Profit Organizations/Government Bodies/Department are reviewed by the Reserve Bank of India along with the Ministry of Finance, Government of India.

Requirement for Project Office Registration in India

  • Formal Contact of the Project

    It is necessary for the foreign company to have a secured project in India and to come under a formal and legal agreement that will help in the financial statement related to the project.

  • Clearance of Project

    Make sure that the project has been approved by the appropriate and recognized authorities.

  • Foreign Funding

    Make sure that the project is financially supported out of the inward remittance from the foreign country; else an International Financing Agency must back the project.

  • Indian Funding

    In the case of zero foreign funding, it becomes the responsibility of the Indian entity to obtain the term loan from a Public Financial Institution or from a bank in India.

Documents Required for Project Office Registration in India

Documents submitted to the RBI

  • Certificate of Incorporation
  • Memorandum of Association & Article of Association attested by Indian Embassy/Notary Public in the country of Registration
  • Current Audited Balance sheet of the applicant company.
  • A resolution by the foreign company’s Board stating the intention behind establishing the project office in India.
  • Documentary proof that the Project Office is financially backed by the bilateral or multilateral International Financing Agencies OR the Indian Company has obtained term loan for the Project Office by the Financing Institution or Bank in India
  • Banker’s report submitted by the company’s banker stating the company’s relationship with the bank.
  • A letter of authority issued by the parent company in regard of the local representative
  • Complete details of activities conducted in the project office in India
  • Residence Proof of the authorized personnel
  • Copy of passport of the authorized personnel
  • A letter saying that the company will open a bank account in India

Documents submitted to the ROC

  • A permission from RBI to set up a project office in India
  • MOA and AOA of the Foreign Company
  • Notarized copy of COI
  • A notarized copy of the power of attorney mentioning the name of the person residing in India and making him responsible to accept any notice or document on the behalf of the company
  • A complete details of Directors of the Company
  • Complete KYC of the shareholders holding more than 10% of Equity in the Applicant Company

Project Office Registration Procedure

  • Legalisation of Documents

    It is necessary to file all the documents of the foreign company with the RBI. List of documents include certificate of incorporation, MOA and AOA of the foreign company, board resolutions. Make sure to legalise all the documents of the authorized signatory of the foreign entity either via Indian Embassy or via apostilled as per Hague Convention.

  • Filing of Application with RBI through AD Bank

    Parent office application for a foreign company is filed in FNC. The application is filed to the Reserve Bank of India via AD Bank (Authorised Dealer). The AD bank has an important role since all the communication to the RBI is dispelled through them.

  • Verification of KYC from the Banker of Parent Company

    A request pertaining to the scrutiny of documents is sent to the foreign company’s banker. This process of sending request for the purpose of verification is also called swift based verification. Once the documents are confirmed from the foreign banker the application is preceded for the approval purpose. The RBI/AD can also ask for the additional documents as the case may be.

  • Approval of RBI for Project Office Registration in India

    Once the company is incorporated the next step is to open the company’s bank account, wherein foreign direct investment should reach within 180 days of forming the company with advance intimation to Banker.

  • Registration of Project Office of Foreign Company With the ROC

    Once the approval is received from RBI for the establishment of Project Office in India, an application is filed for project office registration of the foreign company within 30 days of such approval. DIN is required in case of any Indian director and the digital signature is needed of the authorised signatory for the purpose of e-filing statutory forms with the ROC.

  • PAN Card, Tax Deduction Number and Bank Account Opening

    Income Tax department of India issues a unique 10 digit number, known as PAN number. Once the PAN number is obtained, the branch office is eligible to open its bank account. And it is necessary for every taxpayer to obtain Tax Deduction Account Number to obey all the TDS norms.

  • Other Registration and Licenses

    Once the Project Office comes in active state, there are different activities related to compliance which rely on the genre of the business and the state-specific laws which is applicable to all the entities indulging in the commercial activities. For example Goods and Services Tax (GST), Professional Tax Act, Provident Funds Act, Employee State Insurance Act (ESIC).

Frequently Asked Questions

A foreign company is liable to set up a project office in India if a project has been assigned to them by the government or a private sector, provided that the project has to be executed in India only. The foreign company can open a project office either on a temporary basis or permanent basis. It is necessary to complete the registration process with RBI & ROC before commencing the operations of business. Project office registration cannot be done until all the requisite conditions are met.

  • Certificate of Incorporation
  • Memorandum of Association & Article of Association attested by Indian Embassy/Notary Public in the country of Registration
  • Current Audited Balance sheet of the applicant company.
  • A resolution by the foreign company’s Board stating the intention behind establishing the project office in India.
  • Documentary proof that the Project Office is financially backed by the bilateral or multilateral International Financing Agencies OR the Indian Company has obtained term loan for the Project Office by the Financing Institution or Bank in India
  • Banker’s report submitted by the company’s banker stating the company’s relationship with the bank.
  • A letter of authority issued by the parent company in regard of the local representative
  • Complete details of activities conducted in the project office in India
  • Residence Proof of the authorized personnel
  • Copy of passport of the authorized personnel
  • A letter saying that the company will open a bank account in India
  • Reserve Bank Route

    Where the primary business of foreign company falls under the criteria where 100 percent Foreign Direct Investment (FDI) is allowed.

  • Government Route

    Where the primary business of foreign entity falls under the criteria where 100 percent Foreign Direct Investment is not allowed. Applications from companies which comes under the category of Foreign Non-Government Organizations/Non-Profit Organizations/Government Bodies/Department are reviewed by the Reserve Bank of India along with the Ministry of Finance, Government of India.

  • Legalisation of Documents
  • Filing of Application with RBI through AD Bank
  • Verification of KYC from the Banker of Parent Company
  • Approval of RBI for Project Office Registration in India
  • Registration of Project Office of Foreign Company With the ROC
  • Registration of Project Office of Foreign Company With the ROC
  • Other Registration and Licenses
  • A permission from RBI to set up a project office in India
  • MOA and AOA of the Foreign Company
  • Notarized copy of COI
  • A notarized copy of the power of attorney mentioning the name of the person residing in India and making him responsible to accept any notice or document on the behalf of the company
  • A complete details of Directors of the Company
  • Complete KYC of the shareholders holding more than 10% of Equity in the Applicant Company
  • Formal Contact of the Project
  • Clearance of Project
  • Foreign Funding
  • Indian Funding

Yes provided the bank account is re-designated as a BO account.

Only candidates from Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong, Kong, Macau and Pakistan will need to enlist with the State Police authorities. Copy of endorsement letter for people from these nations will be set apart by the AD Category I bank to the Ministry of Home Affairs, Internal Security Division – I, Government of India, New Delhi for important activity and record. Every single other nation are absolved from enrolling with the State Police authorities.

No, if a LO/BO needs to open more than one account it needs to acquire earlier authorization of the Reserve Bank through its AD Category I bank supporting the explanation behind additional account.

The credits to the account should represent the funds received from head office through normal banking channels for meeting the expenses of the office and/or the rupee amounts receivable if any, under the contract and no other amount should be credited without prior permission of the Reserve Bank. Similarly debits to this account could be raised only for meeting the local expenses of the office and intermittent remittances pending winding up / completion of the project.

For the intermittent remittances, the AD bank should be satisfied with the bonafides of the transaction and ensure submission of the following documents:

  • An Auditors’ / Chartered Accountants’ Certificate to the effect that sufficient provisions have been made to meet the liabilities in India including Income Tax, etc.
  • An undertaking from the PO that the remittance will not, in any way, affect the completion of the project in India and that any shortfall of funds for meeting any liability in India will be met by inward remittance from abroad.

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