Foreign Company Registration

Introduction

Under the Companies Act, 2013, a Foreign Company is an entity incorporated outside India but has a place of business in Gujarat, India. This could be a physical office, a business activity, or any form of commercial presence in the state.

A Foreign Company can be incorporated in Gujarat by complying with the provisions of the Companies Act, 2013. One can easily set up a Foreign Company by consulting experts specializing in Foreign Company Registration in Gujarat. The following are the ways to establish a Foreign Company:

• As an Indian Company registered under the Companies Act, 2013

  • Wholly Owned Subsidiary
  • Joint Venture

• As a Foreign Company

  • Setting up a Liaison Office
  • Representative Office or Project Office
  • Branch Office of the foreign company

Setting Up a Liaison Office or Representative Office

A Liaison Office, also known as a Representative Office, is primarily set up to explore the business environment and understand investment opportunities in Gujarat. It serves as a bridge for the parent company to assess market potential.

⚠ Note: A Liaison Office cannot conduct commercial activities and must operate only using funds remitted from its parent foreign company.

The Reserve Bank of India (RBI) prescribes the criteria for setting up a Liaison Office in India. To establish a Liaison Office in Gujarat, a company must:

✅ Have a profit-making track record for the last three financial years in the home country and a net worth of more than USD 50,000
✅ If the subsidiary does not meet the above criteria, the parent company must provide authorization
✅ Obtain specific approval from the RBI under FEMA 1999 and other regulatory authorities (if applicable)
✅ Apply through a designated Authorized Dealer Category–I Bank, which will forward the application to the RBI
✅ Receive a unique identification number from the RBI upon approval

Project Office

A foreign company can set up a Project Office in Gujarat if it has an agreement with an Indian company for executing a project. In such cases, prior RBI approval is not required if:

✅ The project is funded directly from abroad through inward remittance
✅ The project is financed by a bilateral or multilateral financial institution
✅ The project is approved by the relevant Indian authorities
✅ An Indian company provides funding through a term loan from an Indian bank

⚠ If the above conditions are not met, the foreign entity must seek RBI approval before establishing a Project Office in Gujarat.

Branch Office of a Foreign Company

A Branch Office allows a foreign company to carry out business operations in Gujarat with prior RBI approval, provided that:

✅ The parent company is engaged in manufacturing or trading activities
✅ The company has been profitable in the last five financial years
✅ The company’s net worth is at least USD 100,000 in its home country

As per Section 2(13) of the Companies Act, 2013, a Branch Office is an extension of the foreign company and can conduct full-fledged business operations in India. The allowed activities include:

• Import and export of goods
• Providing professional or consultancy services
• Conducting research work (related to the parent company’s business)
• Facilitating technical or financial collaborations between Indian and foreign companies
• Acting as a buying/selling agent in India
• Offering IT and software development services
• Providing technical support for parent company products
• Operating as a foreign airline or shipping company
• Foreign banks operating in Gujarat

⚠ Note:

• Branch Offices cannot conduct manufacturing activities but may sub-contract to Indian manufacturers
• Profits earned by Branch Offices can be repatriated after deducting applicable taxes, per RBI guidelines
• Branch Offices do not have separate ownership; they remain an extension of the foreign entity

Documents Required for Foreign Company Registration in Gujarat

A Foreign Company must file the required documents within 30 days of establishing its business in Gujarat.

Within 30 days of establishment, a Foreign Company must file Form FC-1 with the Registrar of Companies (ROC) in Gujarat, along with the prescribed fees under the Companies (Registration Offices and Fees) Rules, 2014.

Additionally, the application must be supported by an attested copy of RBI approval under the Foreign Exchange Management Act (FEMA) or other regulatory requirements.

This updated version specifically highlights Foreign Company Registration in Gujarat while ensuring compliance with Indian laws. Let me know if you need further modifications! 🚀