ROC Annual Filing requirements for Liasion Offices
This query is : Resolved
02 October 2009
Dear friends,
Please clarify the following issues regarding ROC compliances for a liasion office in India:
a) Whether final accounts for a financial year (ie April to March) or a calender year needs to be filed in ROC? The company follows financial year to prepare its accounts in India while the global accounts are based on calender year.
b) What will be the due date for filing of documents viz. annual accounts and annual return? As per my knowledge, form 52 needs to be filed. Whether form 52 will be treated as a single document for calculation of fees for filing annual accounts and form 52 itself or separate fees will be applied to both the documents?
c) The company has also changed its principal place of business from Delhi to Gurgoan in march 2007 and has not yet filed any intimation to ROC. Whether change in state is allowed or it needs any special prior approval? However, they intimated the same to RBI.
d) What are the annual / periodical compliances needed at RBI?
Thanks & Regards.
Please clarify the following issues regarding ROC compliances for a liasion office in India:
a) Whether final accounts for a financial year (ie April to March) or a calender year needs to be filed in ROC? The company follows financial year to prepare its accounts in India while the global accounts are based on calender year.
b) What will be the due date for filing of documents viz. annual accounts and annual return? As per my knowledge, form 52 needs to be filed. Whether form 52 will be treated as a single document for calculation of fees for filing annual accounts and form 52 itself or separate fees will be applied to both the documents?
c) The company has also changed its principal place of business from Delhi to Gurgoan in march 2007 and has not yet filed any intimation to ROC. Whether change in state is allowed or it needs any special prior approval? However, they intimated the same to RBI.
d) What are the annual / periodical compliances needed at RBI?
Thanks & Regards.
03 October 2009
A)As per Section 220 of Companies Act, every company shall filed annual accounts with ROC, which apporved in AGM of Company. If a comapany follows FY to prepares its Accounts in India than same should be filed with ROC. It in irrevelent that globla accounts are based on calender year.
B)Section 220 further says that within 30 days of AGM annual accounts shall be file in from no. 23AC & 23ACA. As per Section 159 of Compnaies Act, the due date for Annual Return is 60 days from AGM in form no 20B. The filling fee will be applied to both documents sepratley.
C) The principal place of business can be change but the registered office can not be change without change in AOA & MOA, which needs special resolution.
D) As per my knowldege and company act,there are no any annual / periodicals compliance needed to RBI.
B)Section 220 further says that within 30 days of AGM annual accounts shall be file in from no. 23AC & 23ACA. As per Section 159 of Compnaies Act, the due date for Annual Return is 60 days from AGM in form no 20B. The filling fee will be applied to both documents sepratley.
C) The principal place of business can be change but the registered office can not be change without change in AOA & MOA, which needs special resolution.
D) As per my knowldege and company act,there are no any annual / periodicals compliance needed to RBI.
03 October 2009
Thanks Mr. Sharma.
But I think you might missed that my query relates to a liasion office in India of a foreign company. No AGM held in India by a liasion office. Liasion office needs approval by RBI.
Rgds.
But I think you might missed that my query relates to a liasion office in India of a foreign company. No AGM held in India by a liasion office. Liasion office needs approval by RBI.
Rgds.
03 October 2009
Thanks Mr. Sharma.
But I think you might missed that my query relates to a liasion office in India of a foreign company. No AGM held in India by a liasion office. Liasion office needs approval by RBI.
Rgds.
But I think you might missed that my query relates to a liasion office in India of a foreign company. No AGM held in India by a liasion office. Liasion office needs approval by RBI.
Rgds.
22 July 2025
Here’s a clear summary of ROC Annual Filing Requirements for Liaison Offices (LOs) in India based on your discussion:
1. Whether annual accounts need to be filed with ROC?
A liaison office is not a separate legal entity registered under the Companies Act.
It is an extension of the foreign company.
Therefore, Liaison Offices are not required to file annual accounts or annual returns with ROC because ROC filings apply only to companies incorporated under the Companies Act, 1956/2013.
No AGM is held in India for Liaison Offices.
2. Which forms are to be filed with ROC?
Generally, no ROC forms like 23AC, 23ACA, 20B, or Form 52 are required to be filed for a Liaison Office.
The Liaison Office is registered with RBI and must comply with RBI requirements but does not have mandatory ROC annual filing obligations.
3. Due dates and fees for filing?
Since no ROC filing is required for LO, due dates and fees under ROC are not applicable.
Fees and filing timelines apply only if the entity is a registered company under the Companies Act.
4. Change of principal place of business/address of Liaison Office:
Liaison Offices get approval from RBI, and any change in principal place of business must be intimated to RBI.
Change of state or city requires prior approval or intimation to RBI as per their guidelines.
This change does not involve ROC since LO is not registered with ROC as a company.
5. RBI Annual/Periodical Compliance for Liaison Offices:
Liaison Offices must submit annual activity reports and financial statements to RBI within the stipulated timeline (usually annually).
RBI approval and ongoing compliance (including renewal of registration) are mandatory.
Failure to comply with RBI regulations can lead to cancellation of permission to operate in India.
Summary Table:
Compliance Aspect ROC Requirement for Liaison Office RBI Requirement for Liaison Office
Annual Accounts filing No Yes (submit annual activity report & financials)
Annual Return filing No No
AGM No No
Change of address No Yes, intimation/approval needed
Approval No Mandatory to operate
Conclusion:
Liaison Offices do not file any documents with ROC as they are not companies under Companies Act.
Compliance and filings are mainly with RBI.
1. Whether annual accounts need to be filed with ROC?
A liaison office is not a separate legal entity registered under the Companies Act.
It is an extension of the foreign company.
Therefore, Liaison Offices are not required to file annual accounts or annual returns with ROC because ROC filings apply only to companies incorporated under the Companies Act, 1956/2013.
No AGM is held in India for Liaison Offices.
2. Which forms are to be filed with ROC?
Generally, no ROC forms like 23AC, 23ACA, 20B, or Form 52 are required to be filed for a Liaison Office.
The Liaison Office is registered with RBI and must comply with RBI requirements but does not have mandatory ROC annual filing obligations.
3. Due dates and fees for filing?
Since no ROC filing is required for LO, due dates and fees under ROC are not applicable.
Fees and filing timelines apply only if the entity is a registered company under the Companies Act.
4. Change of principal place of business/address of Liaison Office:
Liaison Offices get approval from RBI, and any change in principal place of business must be intimated to RBI.
Change of state or city requires prior approval or intimation to RBI as per their guidelines.
This change does not involve ROC since LO is not registered with ROC as a company.
5. RBI Annual/Periodical Compliance for Liaison Offices:
Liaison Offices must submit annual activity reports and financial statements to RBI within the stipulated timeline (usually annually).
RBI approval and ongoing compliance (including renewal of registration) are mandatory.
Failure to comply with RBI regulations can lead to cancellation of permission to operate in India.
Summary Table:
Compliance Aspect ROC Requirement for Liaison Office RBI Requirement for Liaison Office
Annual Accounts filing No Yes (submit annual activity report & financials)
Annual Return filing No No
AGM No No
Change of address No Yes, intimation/approval needed
Approval No Mandatory to operate
Conclusion:
Liaison Offices do not file any documents with ROC as they are not companies under Companies Act.
Compliance and filings are mainly with RBI.
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