PROCEDURE FOR SETTING UP A PROJECT OFFICE IN INDIA
Procedure, Process and Checklist of documents for setting up a Project office in India
RBI has liberlised and simplified the the procedures for establishment of Project Offices in India. General permission has been granted to foreign entities for setting up Project Office(s) in India. This permission is subject to the adherence to the provisions of Regulation 4, and Regulation 5 of the FEMA Regulation No. 22 which inter alia includes the following conditions to be satisfied :
(i) It has secured from an Indian company a contract to execute a project in India; and
(ii) The project is funded by inward remittance from abroad; or
(iii) The project is funded by a bilateral or multilateral International Finance Agency; or
(iv) The project has been cleared by an appropriate authority; or
(v) A company or entity in India awarding the contract has been granted Term Loan by a Public Financial Institution or a bank in India for the project.
In case the above criteria are not met, the foreign entity has to approach the Reserve Bank for approval.
The foreign company establishing a Project Office in India is required to furnish a report through the concerned AD Category - I bank branch to the concerned Regional Office of Reserve Bank of India under whose jurisdiction the Project Office is set up within 60 days of establishment of the new Project Office with the following details.
(i) Name and address of the Foreign Company,
(ii) Reference Number and date of letter awarding the contract
(iii) Particulars of the authority awarding the projects / contract,
(iv) The total amount of contract,
(v) Address / e-mail address, / telephone number / fax number of the Project Office,
(vi) Tenure of Project Office,
(vii) Brief details of the Project undertaken,
(viii) AD branch with whom the account has been opened and the foreign currency in which the account is opened
(ix) An undertaking to the effect that the Project Office is eligible to avail of the General Permission under Regulation 5
OPENING OF FOREIGN CURRENCY ACCOUNT
Project Offices can through their AD Category – I banks open non-interest bearing Foreign Currency Account in India subject to the following:
(i) The Project Office has been established in India, with the general / specific permission of Reserve Bank, having the requisite approval from the concerned Project Sanctioning Authority.
(ii) The contract under which the project has been sanctioned, specifically provides for payment in foreign currency.
(iii) The permissible debits and credits in the account shall be as under:
Payment of project related expenditure.
* Foreign currency receipts from the Project Sanctioning Authority, and
* Remittances from parent / group company abroad or bilateral / multilateral international financing agency.
(iv) The responsibility of ensuring that only the approved debits and credits are allowed in the Foreign Currency Account shall rest solely with the concerned branch of the AD.
(v) The Foreign Currency account may be closed at the completion of the Project.
Foreign entities setting up Project Office in India need to submit a report to the Director General of Police (DGP) of the state concerned where the project office has been established within five working days of the PO becoming functional. In case of more than one office, the report should be furnished to each DGP of the concerned state where the office has been established. The copy of the report in should also be filed with AD Bank by the newly established Project Office.
The Project Office shall also submit an annual activity certificate to the AD branch.
COMPLIANCES WITH THE REGISTRAR OF COMPANIES AND DIRECTOR GENERAL OF POLICE
Once Project office has been established, the PO is also required to be registered with the Registrar of Companies (“ROC”) in India under the provisions of the Companies Act, 2013, within a period of 30 days from such date of establishment of the LO. The registration application is to be filed in e-form FC-1. The same is to be filed online with the ROC along with the requisite documents.
List of Documents required for registration
- The certificate of incorporation/ registration. Latest Audited Balance Sheet of the applicant Foreign Company.
- Board Resolution of the Foreign Company on the Company Letter head
- List of Directors and Secretary of the Foreign Company, duly attested by any of its Directors.
- Power of Attorney (POA) authorize to represent the Foreign Company before the RBI and ROC.
- Declaration of the directors
If any of the above documents is not in English a certified translation is to be annexed to it. Further, in terms of the present regulation, all the above mentioned documents are required to be duly notarized by the Notary Public (in the country of registration of the applicant company) and further attested by an official of the Indian High Commission Official/ Embassy situated in that country.
Registration of Project Office with Registrar of Companies takes 4-6 working days.
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