documents and procedure

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raja (Querist)
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29 May 2010 what documents/ details/ information are required to be submitted with ROC for closure of Liaison Office in India?

raja

raja (Querist)
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29 May 2010 awaiting for solution

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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21 July 2024 Closing a Liaison Office (LO) in India involves several steps and documentation. Here are the documents and details typically required to be submitted to the Registrar of Companies (ROC) for closure:

1. **Application for Closure:**
- A formal application for closure of the Liaison Office addressed to the Registrar of Companies.

2. **Board Resolution:**
- Certified copy of the Board Resolution of the foreign company approving the closure of the Liaison Office in India.

3. **No Objection Certificate (NOC):**
- NOC from RBI (Reserve Bank of India) for closure of the Liaison Office. This is crucial as RBI regulates the functioning and closure of Liaison Offices in India.

4. **Auditor's Certificate:**
- Auditor's certificate confirming that all liabilities in India including statutory liabilities like income tax, service tax (if applicable), etc., have been settled or adequately provided for.

5. **Undertaking:**
- Undertaking from the foreign company that the Liaison Office has ceased to carry on its operations in India and has discharged all liabilities in India.

6. **Financial Statements:**
- Audited financial statements of the Liaison Office up to the date of closure.

7. **Annual Activity Certificates:**
- Annual Activity Certificates issued by a Chartered Accountant for the duration the Liaison Office was operational, confirming compliance with RBI regulations.

8. **Details of Assets and Liabilities:**
- Statement showing details of assets and liabilities of the Liaison Office in India as on the date of closure.

9. **Proof of Advertisement:**
- Proof of publication of the notice regarding the closure of the Liaison Office in two newspapers (one in English and one in the regional language) where the office is located or has conducted business.

10. **Miscellaneous Documents:**
- Copies of lease deeds, if any, related to the office premises in India.
- Any other documents as required by ROC or RBI during the closure process.

**Procedure:**
- Compile all the necessary documents mentioned above.
- Prepare the application for closure along with the required annexures.
- Submit the application and documents to the Registrar of Companies where the Liaison Office is registered.
- Await confirmation from ROC after processing of the application.
- Once ROC issues the closure order, publish a notice in newspapers and complete any additional formalities as required.

It's crucial to ensure compliance with RBI guidelines throughout the closure process, as failure to comply can lead to penalties or legal consequences. Consulting with a professional experienced in corporate compliance in India would be advisable to navigate the process smoothly and ensure all requirements are met.

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