CLOSURE OF LIAISON OFFICE ROC COMPLIANCE
E-Form 52 is required to be filed with ROC with the following attachments:
1. List of places of business established by a foreign company in India
2. List of addresses of places of business in India which have ceased to be places of business in India
3. Copy of general meeting resolution
4. Translated version of copy of general meeting resolution (in case resolution is not in English)
DRAFT GENERAL MEETING RESOLUTION
“RESOLVED THAT pursuant to the provisions of Section 593, 594 and other applicable provisions of the Companies Act, 1956, if any, the consent of the Company be and is hereby accorded for the closure of the Indian Liaison Office of the Company situated at …..(address)………… w.e.f. ……….. day of ……, 20….
RESOLVED FURTHER THAT Ms. …………, Assistant India Office of M/s. ………….. be and is hereby authorized to take necessary effective steps for preparation, authentication, certification, verification and submission of documents, returns, declarations. Affidavits etc. for the closure of M/s.…………….. India Liaison Office with concerned authorities in India and in general to do all such other things, deeds/ acts as may be necessary, expedient, and desirable to give effect to the above resolution.”
For …………..
Authorized Signatory
Date: ………….
Place: …………….
CLOSURE OF LIAISON OFFICES RBI COMPLIANCE
At the time of winding up of Liaison offices the company has to approach the designated AD Category - I bank with the following documents:
1. Copy of the Reserve Bank's permission/ approval from the sectoral regulator(s) for establishing the LO.
2. 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.
3. No-objection / Tax Clearance Certificate from Income-Tax authority for the remittance/s.
4. 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.
5. 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.
6. Any other document/s, specified by the Reserve Bank while granting approval.
E-Form 52 is required to be filed with ROC with the following attachments:
1. List of places of business established by a foreign company in India
2. List of addresses of places of business in India which have ceased to be places of business in India
3. Copy of general meeting resolution
4. Translated version of copy of general meeting resolution (in case resolution is not in English)
DRAFT GENERAL MEETING RESOLUTION
“RESOLVED THAT pursuant to the provisions of Section 593, 594 and other applicable provisions of the Companies Act, 1956, if any, the consent of the Company be and is hereby accorded for the closure of the Indian Liaison Office of the Company situated at …..(address)………… w.e.f. ……….. day of ……, 20….
RESOLVED FURTHER THAT Ms. …………, Assistant India Office of M/s. ………….. be and is hereby authorized to take necessary effective steps for preparation, authentication, certification, verification and submission of documents, returns, declarations. Affidavits etc. for the closure of M/s.…………….. India Liaison Office with concerned authorities in India and in general to do all such other things, deeds/ acts as may be necessary, expedient, and desirable to give effect to the above resolution.”
For …………..
Authorized Signatory
Date: ………….
Place: …………….
CLOSURE OF LIAISON OFFICES RBI COMPLIANCE
At the time of winding up of Liaison offices the company has to approach the designated AD Category - I bank with the following documents:
1. Copy of the Reserve Bank's permission/ approval from the sectoral regulator(s) for establishing the LO.
2. 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.
3. No-objection / Tax Clearance Certificate from Income-Tax authority for the remittance/s.
4. 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.
5. 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.
6. Any other document/s, specified by the Reserve Bank while granting approval.
