shifting of reg office of a foreign companies liaison

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CA.PARAMASIVAM.K

CA.PARAMASIVAM.K (Querist)
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07 August 2009 US based foreign company have liaison office at Hyderadbad but they registered wiTH Bangalore ROC. They get RBI permission properly.
Now the liaison office manager approach us to shift there reg office from hyderabad to chennai.
A person do ROC registration work now not in touch with them.
No auditor appointed to indian office till now.
Funds received from US and they spent for salary, cellphone, rent etc and send report to us office.
Also they want to give complaiance certificate as per RBI instruction.
Now they want to appoint us a an auditor of there indian office.
My question is
whether the indian office can appoint us as there auditor for indian office themself or by there US offic only.?
How to shift reg office from one state to other state?
Any formt for appointment of auditor to a liaison office?
we want to intimate this appointment to ROC?
Any format/forms available for RBI Compliance certificate?
Whether March year end accounts to be submited with ROC? wt is the last date for filing of returns wiht ROC?
Dear friends, i give advance thanks who give reply.
Eagerly Expect answers for all my questions.

CA.PARAMASIVAM.K

CA.PARAMASIVAM.K (Querist)
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04 November 2009 No one knows the solution?

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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25 July 2025 You're dealing with a foreign company's liaison office in India, and they wish to shift their registered (liaison) office from Hyderabad to Chennai, along with ensuring RBI and ROC compliances. Below is a comprehensive answer to all your questions based on FEMA, Companies Act, and RBI guidelines:

✅ 1. Can the Indian Liaison Office Appoint an Auditor Itself?
Yes, the foreign company can authorize the liaison office in India to appoint a local auditor for Indian compliance purposes.

Ideally, a Board Resolution or authorization letter from the head office (US) should be passed.

A liaison office is a representative office, so appointment decisions are normally ratified by the parent entity.

✅ 2. How to Shift the Registered (Liaison) Office from One State to Another?
Since this is a liaison office, there is no separate incorporation under the Companies Act, but it is registered with ROC under Section 380 (for foreign companies).

For shifting:

Apply to RBI through the Authorized Dealer (AD) Bank with:

Fresh Form FNC (if required)

Business rationale

Copy of RBI approval of existing office

After RBI permission:

File Form FC-2 with ROC (if fresh address registration is required)

Intimate ROC Bangalore (initial ROC) of the change

✅ 3. Format for Appointment of Auditor to Liaison Office?
No specific statutory form under the Companies Act.

A Board Resolution or appointment letter from the US Head Office will suffice.

Include:

Name & address of auditor

Scope: Indian liaison office compliance

Tenure of appointment

Fee terms

✅ I can draft a sample if needed.

✅ 4. Do We Need to Intimate ROC about Auditor Appointment?
For foreign companies, there is no legal mandate to file ADT-1 for auditor appointment (unlike Indian companies).

However, you may mention it in Form FC-3 or FC-4 filings and maintain the appointment letter internally for audit trail.

✅ 5. Format/Form for RBI Compliance Certificate?
The Annual Activity Certificate (AAC) must be:

Certified by a Chartered Accountant

Filed jointly with the Authorized Dealer (AD) bank to the RBI annually

Use RBI’s prescribed AAC format. It includes:

Income/expenditure statement

Purpose of remittances

Confirmation that no commercial activity was undertaken

📌 You can obtain the format from:
RBI Liaison Office Instructions – FEMA Master Direction 10/2015

✅ 6. Do Liaison Offices Need to File with ROC?
Yes, foreign companies operating in India (Section 379–393 of Companies Act, 2013) must file:

Form Purpose Due Date
FC-3 Details of liaison office Within 30 days of establishment
FC-4 Annual financials and activity report Within 60 days from end of financial year (i.e. by May 30 for March 31 FYE)

✅ Summary of Your Action Points:
Task Action
Appoint Auditor Get authorization from US HO or POA; issue appointment letter
Shift Office Take RBI permission via AD Bank → ROC Bangalore to be intimated
Compliance Certificate Submit Annual Activity Certificate signed by CA to RBI through AD Bank
ROC Filings File Form FC-4 annually, Form FC-2 if address change required
Financial Year-End Filings FY ends in March; file ROC Form FC-4 by May 30 next year

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