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Branch office's closure roc procedure

CS Rashmi Rani (PRACTICING COMPANY SECRETARY) (49 Points)

11 May 2016

PLEASE LET ME KNOW THE ROC PROCEDURE TO CLOSE BRANCH OFFICE OF FOREIGN COMPANY

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4 Replies

Law Aspire (CS) (755 Points)
Replied 11 May 2016

Is there any ROC Formalities for the same?

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CS Rashmi Rani (PRACTICING COMPANY SECRETARY) (49 Points)
Replied 11 May 2016

YES. WE NEED TO FILE FORM. WHETHER FC-2 OR FC-1, I AM NOT CLEAR.

Mandar (Associate) (561 Points)
Replied 11 May 2016

At the time of closing of Branch/Liaison offices the company has to approach the designated AD Category - I bank with the following documents:

Copy of the Reserve Bank's permission/ approval from the sectoral regulator(s) for establishing the BO / LO.
Auditor’s certificate- i) indicating the manner in which the remittable amount has been arrived at and supported by a statement of assets and liabilities of the applicant, and indicating the manner of disposal of assets; ii) confirming that all liabilities in India including arrears of gratuity and other benefits to employees, etc., of the Office have been either fully met or adequately provided for; and iii) confirming that no income accruing from sources outside India (including proceeds of exports) has remained un-repatriated to India.
No-objection / Tax Clearance Certificate from Income-Tax authority for the remittance/s.
Confirmation from the applicant/parent company that no legal proceedings in any Court in India are pending and there is no legal impediment to the remittance.
A report from the Registrar of Companies regarding compliance with the provisions of the Companies Act, 1956, in case of winding up of the Office in India.

Any other document/s, specified by the Reserve Bank while granting approval. The designated AD Category - I banks has to ensure that the BO / LOs had filed their respective Annual Activity Certificates with the Reserve Bank for the previous years, in respect of the existing Branch/Liaison Offices. Confirmation about the same can be obtained from the Central Office of the Reserve Bank in the case of BOs and from the Regional Office concerned in the case of LOs.