Open a Branch Office in India from Brazil

How to Register a Branch Office in India from Brazil

A Branch Office is one of the most direct ways for an established Brazilian company to operate in India without incorporating a separate legal entity. Unlike a Wholly Owned Subsidiary or Private Limited Company, a Branch Office functions as an extension of the parent company, carrying the same legal identity and name. It can engage in commercial activities permitted by the Reserve Bank of India (RBI), generate revenue, and repatriate profits to Brazil.

India and Brazil share a strategic economic partnership underpinned by their BRICS membership and growing bilateral trade, which reached US$12.19 billion in FY 2024-25. Brazilian investments in India stand at approximately US$1 billion, while Indian investments in Brazil exceed US$6 billion. For Brazilian companies looking to test the Indian market, execute export-import contracts, or provide professional and technical services without the full governance requirements of a subsidiary, a Branch Office is often the ideal structure. For a detailed comparison, see Branch Office vs Subsidiary and Branch Office vs Liaison Office.

FDI Route and Regulatory Requirements

The establishment of a Branch Office in India by a Brazilian company follows the automatic route through the Authorised Dealer (AD) bank, provided the parent company operates in a sector where 100% FDI is permitted. The AD bank is authorised by the RBI to approve Branch Office applications and generate a Unique Identification Number (UIN) for the office.

Eligibility Requirements

The Brazilian parent company must meet the following criteria:

• Profit track record: A demonstrated track record of profitability for the five years immediately preceding the date of application
• Minimum net worth: A net worth of at least US$100,000 as verified by the most recent audited balance sheet
• Sector eligibility: The proposed activity must fall within a sector permitting 100% FDI under the automatic route

Since Brazil does not share a land border with India, Press Note 3 (2020) restrictions do not apply. Brazilian companies can proceed without the additional security clearances that apply to investors from China, Pakistan, Bangladesh, and neighbouring countries. For more on the regulatory framework, see Automatic Route vs Government Approval.

Permitted Activities

A Branch Office in India can undertake only the following activities approved by the RBI:

• Export and import of goods
• Rendering professional or consultancy services
• Carrying out research work in areas where the parent company is engaged
• Promoting technical or financial collaborations between Indian companies and the parent company
• Representing the parent company in India and acting as a buying or selling agent
• Rendering services in information technology and software development
• Providing technical support to products supplied by the parent company

Prohibited Activities

A Branch Office cannot engage in manufacturing, processing, or retail trading activities in India, unless it is located within a Special Economic Zone (SEZ). This is a critical distinction from a subsidiary, which can undertake any lawful business. For comparison, see Liaison Office vs Project Office vs Branch Office.

DTAA Benefits for Brazilian Companies

The Double Taxation Avoidance Agreement between India and Brazil, originally signed on 26 April 1988 and in force since 1992, is particularly relevant for Branch Offices because a Branch Office constitutes a Permanent Establishment (PE) of the foreign company in India. An amending protocol signed on 24 August 2022 entered into force on 18 October 2025, incorporating BEPS recommendations and updated provisions. The DTAA prevents double taxation on income attributable to the Branch Office:

• Business profits: Taxable in India only to the extent attributable to the PE (Article 7)
• Dividends: Capped at 15% withholding tax in the source country (Article 10)
• Interest: Capped at 15% withholding tax (Article 11)
• Royalties: 15% for patents and copyrights; 25% for trademarks (Article 12)
• Capital gains: Governed by residency-based provisions with specific rules for immovable property

Brazilian companies can claim foreign tax credits in Brazil for taxes paid by the Branch Office in India. The Branch Office is taxed as a foreign company in India at 35% corporate tax (plus surcharge and cess, effective rate approximately 38.22%). To claim DTAA benefits, obtain a Tax Residency Certificate from the Brazilian Receita Federal and file Form 10F in India. See our DTAA Master Guide for detailed guidance.

Document Requirements and Authentication

Brazil became a party to the Hague Convention (Apostille Convention) in 2016. Brazilian documents require an apostille from authorised notary offices (cartórios) in Brazil, rather than the lengthier embassy attestation process. Since August 2016, Brazilian embassies no longer legalise documents destined for Hague Convention member countries. For details, see Apostille vs Embassy Attestation.

Documents Required from the Brazilian Parent Company

• Certificate of Incorporation (Contrato Social or Ato Constitutivo) of the parent company (apostilled and translated into English by a sworn translator)
• Articles of Association or equivalent constitutional document (apostilled with English translation)
• Audited financial statements for the last five years (apostilled with English translation)
• Latest audited balance sheet and annual accounts (apostilled)
• Board resolution authorising the establishment of a Branch Office in India
• Power of Attorney in favour of the authorised representative in India (apostilled)
• Letter from the principal officer of the parent company to the RBI
• Details of the parent company's activities and proposed activities in India

Documents Prepared in India

• Application in Form FNC-1 to the AD bank
• Proof of registered office address (rent agreement + NOC from landlord + utility bill)
• Digital Signature Certificate (DSC) for the authorised representative
• Form FC-1 for ROC registration (filed within 30 days of RBI approval)

Translation Requirements

All Brazilian corporate documents are in Portuguese and must be translated into English by a sworn translator (tradutor juramentado) before apostilling. The translation itself must also be apostilled. This additional step typically adds 1-2 weeks to the document preparation timeline compared to English-speaking countries.

Step-by-Step Registration Process

Establishing a Branch Office in India involves a two-stage process: RBI approval through the AD bank followed by registration with the Registrar of Companies (ROC).

Step 1: Prepare, Translate, and Apostille Documents in Brazil

Gather all required corporate documents from the Brazilian parent company. Have them translated into English by a sworn translator, notarised, and then apostilled through an authorised cartório in Brazil. Timeline: 2-4 weeks.

Step 2: Submit Application to AD Bank (Form FNC-1)

File Form FNC-1 along with all supporting documents with an Authorised Dealer Category-I bank in India. The AD bank reviews the application for completeness and sector eligibility. If the sector permits 100% FDI under the automatic route, the AD bank can approve the application and generate a Unique Identification Number (UIN) for the Branch Office.

Step 3: Receive RBI Approval and UIN

The AD bank processes the application and issues the approval along with the UIN. For applications in sectors not fully under the automatic route, the AD bank forwards the application to the RBI for specific approval. Timeline: 4-8 weeks.

Step 4: Register with the Registrar of Companies (ROC)

Within 30 days of receiving RBI approval, file Form FC-1 with the ROC to register the Branch Office under the Companies Act 2013. Pay the prescribed government fee of INR 6,000. The ROC issues a registration certificate confirming the Branch Office's legal existence in India. See our guide on FC-1 Foreign Company Registration.

Step 5: Obtain PAN and TAN

Apply for a Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) for the Branch Office. These are required for tax filings, TDS compliance, and opening a bank account.

Step 6: Open a Bank Account

Open a current account with the AD bank in India. The Brazilian parent company can remit initial operating funds to this account. The bank will conduct thorough KYC checks including verification of the entire ownership chain and beneficial ownership disclosures.

Timeline and Costs

The end-to-end timeline for establishing a Branch Office in India from Brazil is approximately 10-16 weeks:

Cost Breakdown

• ROC fees (Form FC-1): INR 6,000
• Government fees (PAN/TAN): INR 1,000-2,000
• Stamp duty: INR 5,000-15,000 (varies by state)
• Professional fees (CS/CA): INR 50,000-1,50,000 (includes RBI application preparation)
• Apostille and sworn translation charges in Brazil: BRL 500-2,000 per document
• Total estimated cost: INR 75,000-2,00,000 plus apostille and translation costs

Post-Registration Compliance

Branch Offices in India carry significant ongoing compliance obligations:

• Annual Activity Certificate (AAC): Filed annually with the AD bank and Director General of Income Tax (International Taxation) by 30 September, prepared by a Chartered Accountant, confirming the Branch Office operates within its permitted activities
• Income tax return: Filed annually as a foreign company; Branch Offices are taxed at 35% on income attributable to Indian operations (plus surcharge and cess)
• GST compliance: Monthly or quarterly GST returns if the Branch Office is GST-registered
• Transfer pricing: Mandatory compliance with transfer pricing regulations for all transactions between the Branch Office and its parent company or affiliates, including Form 15CA/15CB for outward remittances
• ROC annual filings: Annual financial statements filed with the ROC
• Audit: Mandatory annual audit by a practising Chartered Accountant in India

Beacon Filing provides comprehensive annual compliance, FEMA/RBI compliance, and corporate tax filing services for Branch Offices.

Common Challenges for Brazilian Companies

Five-Year Profit Track Record

The RBI requires the Brazilian parent company to demonstrate profitability for five consecutive years immediately preceding the application. Startups and early-stage companies that have not yet achieved five years of profitability cannot establish a Branch Office. In such cases, a Liaison Office (which has no profit requirement but cannot earn revenue) or a Private Limited Company may be more appropriate. See Branch Office vs Liaison Office for guidance.

Portuguese Documentation and Translation

All Brazilian corporate documents are in Portuguese and must be translated into English by a sworn translator (tradutor juramentado) before submission to Indian authorities. The translation must be apostilled separately. This adds both time (1-2 additional weeks) and cost (BRL 500-2,000 per document) compared to companies from English-speaking jurisdictions. Engaging a sworn translator early in the process is essential to avoid bottlenecks.

Manufacturing Restriction

Branch Offices cannot engage in manufacturing or processing activities in India (except within SEZs). Brazilian manufacturing companies looking to set up production in India must establish a subsidiary or joint venture instead. However, a Branch Office can sub-contract manufacturing to Indian companies while handling sales and distribution. For structuring options, see Contract Manufacturing vs Own Factory.

Higher Corporate Tax Rate

Branch Offices are taxed as foreign companies at 35% (effective rate approximately 38.22%), significantly higher than the 22-25.17% effective rate for domestic companies or the 17.16% rate for new manufacturing companies. This tax disadvantage should be factored into the cost-benefit analysis when choosing between a Branch Office and a subsidiary. Refer to our Corporate Tax: India vs Global comparison.

Time Zone and Communication Gap

The time difference between Brazil (Brasília Time, UTC-3) and India (IST, UTC+5:30) is 8.5 hours, making same-day coordination challenging. Brazilian companies must plan for limited overlapping business hours when coordinating with Indian AD banks, the ROC, and professional service providers. Video conferences and document exchanges require careful scheduling to avoid delays.

Profit Remittance Documentation

While Branch Offices can freely repatriate profits to Brazil, the remittance requires a Chartered Accountant's certificate confirming tax compliance, an auditor's certification, and regulatory approvals. The process is straightforward but documentation-intensive, typically requiring 2-4 weeks per remittance cycle. Ensure compliance with FEMA regulations and the Repatriation Guide.

Frequently Asked Questions

Can a Brazilian company open a Branch Office in India without visiting India?

The application process (Form FNC-1) can be initiated remotely through the AD bank using apostilled documents and a Power of Attorney in favour of an Indian representative. However, some AD banks may require an in-person meeting or video KYC with the authorised signatory for the bank account opening. The RBI approval process itself is entirely document-based.

Do Brazilian documents need to be translated for the Indian application?

Yes. All corporate documents in Portuguese must be translated into English by a sworn translator (tradutor juramentado) in Brazil. The translation must be notarised and apostilled through an authorised cartório. Indian authorities, including the AD bank and ROC, accept only English-language documents.

What is the minimum net worth required for the Brazilian parent company?

The Brazilian parent company must have a minimum net worth of US$100,000 as verified by the most recent audited balance sheet. Additionally, the company must demonstrate a profit track record for the five years immediately preceding the application.

Can a Branch Office in India engage in manufacturing?

No. Branch Offices are prohibited from manufacturing, processing, and retail trading activities in India, unless located within a Special Economic Zone. Manufacturing companies should consider establishing a Private Limited Company or Wholly Owned Subsidiary instead.

How is a Branch Office taxed in India?

A Branch Office is taxed as a foreign company at a flat rate of 35% on income attributable to its Indian operations, plus applicable surcharge (2% if income exceeds INR 1 crore, 5% if income exceeds INR 10 crore) and 4% health and education cess. The effective tax rate is approximately 37.13% to 38.22%. The India-Brazil DTAA allows Brazilian companies to claim foreign tax credits in Brazil for taxes paid in India.

How long does the RBI approval take for a Brazilian Branch Office application?

Under the automatic route (100% FDI sectors), the AD bank can process and approve applications within 4-8 weeks. If the sector requires specific RBI approval, the timeline extends to 8-12 weeks. Document completeness and the quality of English translations are the primary factors affecting processing time for Brazilian applications.

Does a Branch Office need to file GST returns?

If the Branch Office provides taxable services or its aggregate turnover exceeds INR 20 lakh (INR 10 lakh for special category states), it must register for GST and file monthly or quarterly returns. Most Branch Offices providing professional services in India will need GST registration.