What is a Project office of foreign entity ?
RBI defines Project Office as a place of business in India to represent the interests of the foreign company executing a project in India but excludes a Liaison Office A foreign company which has secured a contract from an Indian company to execute a project in India, may open project office either on a temporary or permanent basis. There is a general permission to non-resident companies to establish POs in India .However Registration of PO with RBI & ROC is mandatory. Restrictions regarding funding must also be complied with. A Project office is treated as a foreign entity and taxed @ 40% Income Tax PO can remit outside India profit of the Project net of applicable Indian taxes on production of prescribed documents to AD-I category bank The PO remains valid for the entire tenure of the project (till the project is completed or wound up)
4 Point Requirement Checklist
Contract secured in India
A foreign company may establish its project office in India only if it has secured a contract in India for execution of a project in India. The contract may be from a Government or non Government Company i.e. Private company.
Attestation / Apostille
All documents of foreign origin and those executed in a foreign territory namely Financial Statements , MOA / AOA, Certificate of Incorporation , Board R4esolutions need to be legalised by way of apostille by Consulate of Indian Embassy or attestation by Foreign Public Notary.
Other Regulatory clearances
Obtain any other necessary approvals and clearances from authorities like environment is applicable.
PO must be funded directly by inward remittance from abroad; or by a bilateral or multilateral International Financing Agency, or a company or entity in India awarding the contract must have been granted Term Loan by a Public Financial Institution or a bank in India for the Project.
Steps for Project Office Set-up
Check eligility as per the 4 point checklist
You must ensure conditions regarding securing of contract and source of funding are met before moving application for registration of PO.
The Company must provide the complete list of documents <Link below> for smooth service delivery. Impeccable and complete documentation forms the base of transactions with RBI. Hence on receipt of documents from you, we will prepare the following for your signature
- Board Resolution to set up Project Office in India
- Board Resolution appointing an Authorised Representative ( AR) in India
- Declaration from the applicant on FDI eligibility and source of fund
- Declaration about the nature of the activity,
- Declaration on the location of the activity of proposed PO i.e. proof of registered address
- Designating bank Project where your account will be opened and who will be the AD Category -I Bank for your PO
Legalisation of Documents
All documents of foreign origin and those executed in a foreign territory need to be legalised by way of apostille by Consulate of Indian Embassy or attestation by Foreign Public Notary.
KYC , DSC, DIN of AR
The Information Technology Act, 2000 has provisions for use of Digital Signatures on the documents submitted in electronic form. Under e-Governance program, all applications to the RBI must be filed in digital format authenticated by the digital signature of the authorised representative .Hence obtaining DSC becomes a pre requisite for incorporation process
File The application for establishing PO along with the prescribed documents, through a designated AD Category – I bank to the Foreign Exchange Department, Reserve Bank of India (RBI) New Delhi Since our office is based in New Delhi itself, it becomes easy for us to provide good service. Also, we have excellent relation with various banks of national repute which enables us to provide prompt service
Verification of application
After FNC Form is filed with the AD Bank, a request for verification of documents is sent to the banker of the foreign company. This process is also known as swift based verification. After receipt of confirmation of the documents from the foreign banker, AD Category-I bank shall after exercising due diligence in respect of the applicant’s background, and satisfying itself as regards adherence to the eligibility criteria for establishing PO, antecedents of the promoter, nature and location of activity of the applicant, sources of funds, etc., and compliance with the extant KYC. The RBI/AD Banker may seek clarification or any additional document which need to be submitted.
Grant of RBI approval and UIN
There is a specific policy of approving the establishment of a PO by the AD Banker itself .Only in cases where the automatic route is not available ,prior approval of the RBI is seeked. However, even in automatic case, before issuing the approval letter to the applicant, the AD Category-I bank shall forward a copy of the Form FNC along with the details of the approval proposed to be granted by it to the General Manager, RBI.RBI will allot a Unique Identification Number (UIN) to each PO .After receipt of the UIN from the Reserve Bank, the AD Category-I bank shall issue the approval letter to the non-resident entity for establishing PO. This is the equivalent of certificate of Incorporation and CIN in Indian companies. The permission once granted remain valid for six months and you may apply for the extension of the same if required
PAN Card, Tax Deduction Number
PAN, or permanent account number, is a unique 10-digit alphanumeric identity allotted to each taxpayer by the Income Tax Department under the supervision of the Central Board of Direct Taxes. Its used as a universal identification key to track financial transactions that might have a taxable component to prevent tax evasion. Anybody who earns a taxable income in India, including foreign nationals who pay taxes here must apply for PAN.
Bank A/c Opening
An PO may approach the designated AD Category I Bank in India to open an non-interest bearing Foreign Currency Account (Not more than one account can be opened without prior RBI approval). RBI lists a set of permissible debits and credits in bank account.
Registration with ROC
After the establishment of Project Office in India foreign companies shall within 30 days the relevant e-form with MCAForm FC-1 must be filed along with prescribed documents
AD Category – I banks can open for Project Offices in India subject to conditions on opening and operating of account.
Registration with State Police
Applicants from Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong Kong, Macau or Pakistan desirous of opening BO/LO/PO in India shall have to register with the state police authorities and forward such approval letter to AD Bank.
Reporting to DGP and RBI post establishment
Within 5 days of setting up of Project Office, Director General of Police (DGP ) must be reported to. Within 2 months of establishment of PO, furnish report through the concerned AD branch, to the concerned Regional Office of Reserve Bank of India under whose jurisdiction the Project Office is set up with prescribed entails
From Holding Company
- English version of the certificate of incorporation / Registration attested by Indian Embassy/ Notary Public in the country of Registration.
- English version of Memorandum & Articles of Association attested by Indian Embassy/ Notary Public in the country of Registration.
- Latest Audited Balance Sheet of the applicant entity
- Resolution to open bank account in India (English) (On the Company letterhead).
- Resolution to open Project office in India (English) (On the Company letterhead).
- Documentary evidence on source of funding
- A Certificate from Banker of the parent company stating the commencement date and no default statement as per the prescribed format
- Details of activities / services proposed to be undertaken / rendered by the proposed project office in India.
- Residence proof and passport copies of the authorized personnel.
- Proof of registered office
From Authorised Representative (AR)
- Colour photo – 5
- Passport copy -5
- Business Visa Copy with Immigration Stamp of arrival
- National Identity Card – 5 Copy
- Latest Address Proof (Bank Statement/ Electricity/ Water Bill/ Phone Bill)
- Board Resolution Appointing the AR
- Power of Attorney in the name of AR
- An brief on business activity to be done at liaison office.
- A list of the directors and secretary of the company containing such particulars as may be prescribed
- The name and address or the names and addresses of one or more persons resident in India authorized to accept on behalf of the company service of process and any notices or other documents required to be served on the company
- Particulars of opening and closing of a place of business in India on earlier occasion
- A certified copy of the charter, statutes