Filing of FC-1 Form - Branch Office Registration with ROC in India

Author: Sanjeev Kumar | in, Updated on: February 14, 2025

Overview : When a Foreign Company chooses to grow its business in the Indian market, one of the most common methods is setting up a Branch office. Foreign companies that want to operate in India as a branch office need to obtain prior permission from RBI and subsequently register with the ROC under the Companies Act, 2013, read with the Companies (Registration of Foreign Companies) Rules, 2014. This blog will discuss the requirements, process, and required documents for registering a branch office for a foreign company in India with the Registrar of Company (ROC).

About Branch Office of a Foreign Company

A Branch office in India is an extension of a foreign company that is established after obtaining prior approval from the RBI and subsequent registration with the ROC. By setting up a branch office in India, the foreign company does not create a separate legal entity but obtains permission to operate as a foreign-incorporated legal entity in India. It carries the same name and identity as its parent company in India. The branch office is restricted to limited permitted activities under regulations that do not permit manufacturing, processing, or retail trading activities.

Eligibility Criteria for Branch Office Establishment

The applicant foreign company intending to establish a Branch office in India needs to adhere to the minimum eligibility criteria prescribed under Foreign Exchange Management (Establishment in India of a branch office or a liaison office or a project office or any other place of business) Regulation,2016 and obtain approval of RBI for its establishment. The minimum eligibility criteria are as follows:

S.No	Basis	Branch Office
1.	Profit-Making Track Record	5 Immediately Preceding Years
2.	Net worth	USD 100,000
3.	Permitted Activities	Export/Import of Goods Professional and Consultancy Services Research and Development Fostering Collaboration Representation of the Parent Company IT and Software Development Technical Support Representing Foreign Airlines/Shipping Companies

Prior RBI Approval

For the establishment of a branch office in India, prior approval from the Reserve Bank of India (RBI) under the Foreign Exchange Management Act ( FEMA) is required. For that purpose, the application in the prescribed Form FNC-1 is submitted to the RBI through an Authorised Dealer Category-1 bank. The RBI authorisation verifies that the foreign company adheres to India's FDI policies without violating investment caps or restrictions.

Requirement of Registration with the ROC

When setting up a branch office in India, companies must follow the guidelines in the Companies Act 2013, which require every foreign company operating in India to register with the Registrar of Companies, ensuring they meet both legal and document requirements. After receiving approval from the RBI, the foreign company can move forward with registering the branch office with the Registrar of Companies (RoC) under the Companies Act,2013, specifically under the Companies (Registration of Foreign Companies) Rules, 2014, a necessary step for legal operations in India.

What is FORM FC- 1?

FORM FC-1 is an e-form mandatory to be filed by foreign companies that establish a business presence in India, such as establishing a Branch, Liaison or Project Office in India. The FC-1 form is filed according to Section 380 of the Companies Act, 2013, and Rule 3(3) of the Companies (Registration of Foreign Companies) Rules, 2014, with the ROC.

When to Filing Form FC-1

Foreign companies shall file Form FC-1 within 30 days of receiving the approval to establish the branch office from the ROC (establishing a place of business in India) along with the required documents to the ROC. Failure to comply with this requirement results in payment of an additional fee based on the delay in filing the same and may also result in penalties if not filed at all as per the Companies Act, 2013.

List of Documents attached with FC-1

The registration of the foreign company with the ROC is done by way of submission of the prescribed information and documents in the form FC-1. These documents must be duly legalised in the country of origin, and if the documents are not in English, a translation should be annexed along with the original documents. Certain documents are mandatory in all cases, and few documents may be required in some specific cases.

Mandatory Attachment

Certificate of Incorporation of the foreign company
Articles of the foreign company or any other instrument constituting or defining the constitution of the company.
List of Directors, Secretary & Key persons of the foreign company.
List of shareholders representing 10% or more holding
A board resolution authorising the branch office establishment
Power of Attorney in favour of the authorised representative(s).
Attested copy of RBI approval letter.
Copy of permission letter of other authority(s)/regulators(s), if any.
Authorised Representative Passport/PAN card and Address proof

Additional Documents

Particulars of the person covered under Section 379 of the Companies Act,2013.
Details of establishing a place of business other than the principal place of business in India.
Details of place of business established at any earlier occasion(s).
Particularly authorised person(s)in other entities.
Particulars of subsidiary holding or associate companies of the foreign company in India.
Details of the related party of the foreign company.

Step 1: Obtain DSC & Prepare Documents

The process starts by obtaining your Digital Signature Certificate (DSC) for the authorised representative of the foreign company in India, as the FC-1 form is filed with the ROC with the digital authentication. At the same time, the required documents to be submitted must be arranged and scanned to be attached to the FC-1 form.

Step 2: Access the MCA Portal

Next, head over to the MCA portal at www.mca.gov.in and log in with your credentials. Once logged in, click on “MCA Services” and then choose “E-Filing.” From there, select “Company Forms Download.” Under the “Filing by Foreign Companies” tab, you’ll find the “FC-1 Form (Information to be filed by Foreign Company)” form, which is where your application journey begins.

Step 3: Fill in the Application Details

Complete the FC-1 form by entering details of the foreign company such as name, country and date of incorporation, and place of business in India. Also, include details of the business activities, as well as complete information regarding the authorised representative, including identification numbers, contact details, and the mode of appointment.

Step 4: Upload Attachments & Digitally Sign

Upload all required attachments with your application. Ensure you attach certified copies of the Charter/Statutes, Memorandum & Articles of Association, the list of directors and secretary, and either the board resolution or power of attorney, along with the RBI approval letter. After reviewing the entire application, declare that the information is accurate and digitally sign the form using your DSC.

Step 5: Submit, Pay Fees & Obtain Acknowledgement

Submit the completed FC-1 form on the MCA portal to generate a Service Request Number (SRN). Proceed by paying the applicable government filing fee through the MCA21 system. Once the fee is processed successfully, an acknowledgement receipt is generated, serving as official proof of your submission and confirming the successful filing of the form with the ROC.

Government Fees for filing Form FC-1

The prescribed fee for submission of form FC-1 to be paid to the ROC is ₹6000 if filed within 30 days of receiving the approval from the RBI or establishment of a branch office in India. However, if the FC-1 form is not filed within its due date, it can be filed with an additional fee depending upon the number of days of delay, as per Companies (Registration offices and fees) Rules, 2014. The tabular representation below provides the additional fee to be paid for the belated filing of the FC-1 form.

S.No	Period of delay	Additional Fee applicable (INR)
1.	Up to 30 DAYS	2 times of normal fees
2.	More than 30 days and up to 60 days	4 times of normal fees
3.	More than 60 days up to 90 days	6 times of normal fees
4.	More than 90 days and up to 180 days	10 times of normal fees
5.	More than 180 days	12 times of normal fees

Conclusion

The registration of branch offices in India allows foreign companies to expand their presence in India and participate in permitted business activities. For that purpose, the foreign company must register within 30 days of obtaining permission from the RBI to establish a branch office in India. The entire process is digital, and the filing of the FC-1 form with the ROC is authenticated with the digital signature of the directors. Proper registration ensures compliance with regulations and protects stakeholder interests, allowing businesses to operate smoothly.

Author Bio

Sanjeev Kumar | in

Meet Sanjeev Kumar, a distinguished advocate before the Supreme Court of India, High Courts, and National Tribunals. Founding Partner of Juriskps Law Offices, a premier law firm, he specializes in commercial, corporate, tax, arbitration, and IPR matters. His incisive legal insights enrich Setindiabiz’s blog with expert commentary.