Form FNC (Foreign National Company Application) – For Setting Up a Liaison, Branch, or Project Office in India

Form FNC is an essential application that a foreign company must submit to the Reserve Bank of India (RBI) to establish a Liaison Office (LO), Branch Office (BO), or Project Office (PO) in India. This application is processed through an Authorized Dealer (AD) Bank – Category I, which forwards it to RBI for approval.

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When is Form FNC Required?

A foreign entity must file Form FNC with RBI if it intends to set up:

Liaison Office (LO) / Representative Office – For market research and communication without commercial operations.

Branch Office (BO) – To execute business operations in India without forming a separate legal entity.

Project Office (PO) – For executing a specific project awarded by an Indian company.

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Contents of Form FNC

Form FNC requires detailed information about the foreign company and its proposed office in India.  Sample form  link is here, Below are the key sections:

1. Basic Company Details

✔ Name and registered address of the foreign company.

✔ Country of incorporation and date of establishment.

✔ Description of the company’s business activities.

2. Financial Information

✔ Audited financial statements for the last three years.

✔ Net worth details (Minimum USD 50,000 required for an LO).

3. Proposed Office Details in India

✔ Type of office: LO, BO, or PO.

✔ Address of the proposed office in India.

✔ Name and designation of the authorized signatory.

4. Funding Source & Banking Details

✔ Details of how the office will be funded by the parent company.

✔ Name of the Indian Authorized Dealer (AD) Bank through which transactions will take place.

5. Declaration & Signatures

✔ Undertaking that the foreign entity will comply with Indian laws.

✔ Signature of an authorized representative of the foreign company.

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How to Submit Form FNC?

Step 1: Prepare the Required Documents

Along with Form FNC, the following supporting documents are required:

✔ Certificate of Incorporation of the foreign company.

✔ Memorandum of Association (MOA) & Articles of Association (AOA).

✔ Audited financials for the last three years.

✔ Board resolution from the parent company approving the office setup.

✔ KYC documents of authorized representatives.

Step 2: Submit to an Authorized Dealer (AD) Bank

✔ The foreign company submits Form FNC along with supporting documents to an Authorized Dealer Bank (Category I).

✔ The AD Bank reviews the application and forwards it to RBI for approval.

Step 3: RBI Approval

✔ The RBI processes the application and grants approval within 4–6 weeks.

✔ If additional clarifications are needed, the RBI may request more documents.

Step 4: Further Registrations

Once RBI approval is granted, additional registrations are required:

✔ MCA (Ministry of Corporate Affairs) Registration – File Form FC-1 within 30 days of RBI approval.

✔ Tax & Other Registrations – Obtain PAN, TAN, and GST (if applicable).

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Conclusion

Form FNC is a crucial step in establishing a foreign company’s presence in India through a Liaison Office, Branch Office, or Project Office. Since this process involves FEMA and RBI compliance, seeking expert guidance from business consultants or legal professionals is highly recommended to ensure smooth approval.

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