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A Foreign Company can be incorporated in India by complying with the provisions of Companies Act, 2013.Following are the ways through which one can set up Foreign Company
- As an Indian Company registered under Companies Act, 2013
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- Wholly Owned Subsidiary
- Joint Venture
- As a Foreign Company
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- Setting up a Liaison Office
- Representative Office or a Project Office or
- Branch Office of the foreign company
Setting up a Liaison Office or Representative Office
RBI prescribes the criteria for setting up a Liaison office or Representative Office in India, which are as follows:
- It is essential to have a profit making record in the immediately preceding 3 financial years in the home country, and the net value should be more than USD 50,000.
- In case, the above condition is not satisfied by the subsidiary company, a letter of comfort is to be submitted by the parent company which satisfies the above condition.
- Specific approval of RBI under FEMA 1999 and Insurance Regulatory and Development Authority (IRDA) is required.
- A designated Authorized Dealer Category–I Bank needs to forward an application for establishing an office to the RBI.
- The office will be given a Unique Identification Number by RBI.
Project Office
In case a foreign company wants to establishment office, and the foreign company has secured a contract from an Indian company to execute a project in India, prior permission from RBI is not needed, provided:
- Funded directly by inward remittance from abroad or
- Funded by a bilateral or multilateral International Financing Agency or
- Cleared by an appropriate authority or
- A company or entity in India provided that a contract has been granted Term Loan by a bank in India or a Public Financial Institution for the project.
Besides that, in case the above conditions are not met the foreign entity has to approach the RBI for the approval.
A Branch Office of the Foreign Company
By opening a branch office, a foreign company can conduct business activity in India with the prior approval of RBI, provided:
- The company should be engaged in manufacturing or trading activities,
- Profit in the immediately preceding five financial years is necessary,
- The net worth of not less than USD 100,000 in its home country.
The following documents are required to be filed with 30 days of establishment of its place of business in India for setting up of Liaison Office/Branch Office in India
| S. No | Particulars | Remarks |
| 1. | Business Sector of the Company in order to whether RBI Approval is required or not | Separate procedure is to be followed |
| 2. | Certified True Copy of the charter, statutes or memorandum and articles, of the company and, if the instrument is not in the English language, a certified translation thereof in the English language; | To be provided by you (as Thailand is not a part of Hague Convention the same are required to be Consulate. |
| 3. | the full address of the registered or principal office of the company; | Provide the complete address of the Parent Company. |
| 4. | a list of the directors and secretary of the company containing such following particulars | All the documents that are to be received from Thailand are required to be Consulate.
Draft will be shared by us. |
| 5. | Name and address of the Authorized Person(s) 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; | Kindly provide the name as well share the PAN Card and Aadhar Card |
| 6. | Full address of the office of the company in India which is deemed to be its principal place of business in India | Complete Address of India’s place of business (share the copy of electricity bill and Rent Agreement)
We will share the draft of rent receipt which can be signed by the Authorized Representative. |
| 7. | Particulars of opening and closing of a place of business in India on earlier occasion or occasions | Time period for which the project office is to be set up |
| 8. | declaration that none of the directors of the company or the Authorized Representative in India has ever been convicted or debarred from formation of companies and management in India or abroad; | Draft will be shared by us |
