Open a Branch Office in India from Thailand

How to Register a Branch Office in India from Thailand

A Branch Office is an extension of the Thai parent company in India — it operates under the same name and identity without forming a separate legal entity. For Thai companies with an established profit track record, a Branch Office allows engagement in commercial activities permitted by the Reserve Bank of India (RBI), revenue generation, and profit repatriation to Thailand.

India-Thailand bilateral trade stood at US$19.07 billion in FY25, supported by the ASEAN-India Free Trade Agreement and the strategic partnership announced in April 2025. Thailand ranks 27th in cumulative FDI equity inflows into India with US$1.47 billion between April 2000 and March 2025. For Thai companies looking to test the Indian market, execute trade contracts, or provide professional and IT services without full subsidiary governance, a Branch Office is often the most practical structure. For detailed comparisons, 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 Thai company follows the automatic route through the Authorised Dealer (AD) bank, provided the Thai parent company operates in a sector where 100% FDI is permitted. Since Thailand does not share a land border with India, Press Note 3 (2020) restrictions do not apply.

Eligibility Requirements

The Thai parent company must meet the following criteria:

• Profit track record: A demonstrated track record of profitability for the five consecutive 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

The AD bank reviews the application and, if the sector permits 100% FDI under the automatic route, can approve the application and generate a Unique Identification Number (UIN) for the Branch Office. For sectors not fully under the automatic route, the AD bank forwards the application to the RBI for specific approval. See Automatic Route vs Government Approval.

Permitted Activities

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

• 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 Wholly Owned Subsidiary, which can undertake any lawful business. For a comparison, see Liaison Office vs Project Office vs Branch Office.

DTAA Benefits for Thai Companies

The Double Taxation Avoidance Agreement between India and Thailand was comprehensively revised on 29 July 2015 and is in force from 13 October 2015. The revised treaty is particularly relevant for Branch Offices because a Branch Office constitutes a Permanent Establishment (PE) of the Thai company in India, meaning income attributable to the Branch Office is taxable in India:

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

Thai companies can claim foreign tax credits in Thailand 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 Thai Revenue Department and file Form 10F in India. See the DTAA Master Guide and India-Thailand DTAA for detailed guidance.

Document Requirements and Authentication

Thailand has not yet ratified the Hague Apostille Convention (approval granted December 2025, ratification pending as of March 2026). Thai documents require embassy attestation — notarisation in Thailand, authentication by the Thai Ministry of Foreign Affairs, and attestation by the Indian Embassy in Bangkok. See Apostille vs Embassy Attestation.

Documents from the Thai Parent Company

• Certificate of Incorporation or business registration certificate (embassy attested)
• Memorandum and Articles of Association or equivalent charter document (embassy attested, with certified English translation)
• Audited financial statements for the last five years (embassy attested)
• Latest audited balance sheet and annual accounts (embassy attested)
• Board resolution authorising the establishment of a Branch Office in India
• Power of Attorney in favour of the authorised representative in India (embassy attested)
• 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)

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 and Attest Documents in Thailand

Gather all required corporate documents from the Thai parent company. Have them notarised by a Thai notary public, authenticated by the Thai Ministry of Foreign Affairs, and attested by the Indian Embassy in Bangkok. Arrange certified English translations for all Thai-language documents. 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, verifies the profit track record and net worth, and checks sector eligibility.

Step 3: Receive RBI Approval and UIN

If the sector permits 100% FDI under the automatic route, the AD bank processes and approves the application, generating a Unique Identification Number (UIN) for the Branch Office. For sectors requiring specific RBI approval, the timeline extends. 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. See 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 Thai parent company can remit initial operating funds to this account. The bank will conduct KYC checks including verification of the ownership chain and beneficial ownership disclosures.

Timeline and Costs

The end-to-end timeline for establishing a Branch Office in India from Thailand 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
• Embassy attestation in Thailand: THB 1,000-3,000 per document (approximately INR 2,500-7,500)
• Certified translation: THB 500-2,000 per document (approximately INR 1,200-5,000)
• Total estimated cost: INR 80,000-2,50,000 plus attestation 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 the Thai parent company, including Form 15CA/15CB for outward remittances
• ROC annual filings: Annual financial statements filed with the ROC
• Statutory 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 Thai Companies

Five-Year Profit Track Record

The RBI requires the Thai parent company to demonstrate profitability for five consecutive years immediately preceding the application. Thai startups and companies without five years of profitability cannot establish a Branch Office. A Liaison Office (no profit requirement but cannot earn revenue) or a Private Limited Company may be more appropriate in such cases. See Branch Office vs Liaison Office.

Embassy Attestation and Translation Delays

Since Thailand has not yet ratified the Hague Apostille Convention, the embassy attestation process is longer and more involved than apostille. Additionally, Thai corporate documents are typically in the Thai script and require certified English translation, adding further time and cost. Plan for at least 2-4 weeks for the full attestation and translation cycle.

Manufacturing Restriction

Branch Offices cannot engage in manufacturing, processing, or retail trading activities in India (except within SEZs). Thai manufacturing companies looking to produce goods in India must establish a subsidiary or joint venture instead. A Branch Office can, however, sub-contract manufacturing to Indian companies while handling sales and distribution. See Contract Manufacturing vs Own Factory.

Higher Corporate Tax Rate

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

Profit Remittance Documentation

Branch Offices can freely repatriate profits to Thailand, but remittance requires a CA certificate confirming tax compliance, auditor certification, and regulatory approvals. The process typically requires 2-4 weeks per remittance cycle. Ensure compliance with FEMA regulations and the Repatriation Guide.

Frequently Asked Questions

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

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

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

The Thai 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. Thai 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 35% on income attributable to its Indian operations, plus applicable surcharge and 4% health and education cess. The effective tax rate is approximately 37.13% to 38.22%. The India-Thailand DTAA allows Thai companies to claim foreign tax credits in Thailand for taxes paid in India.

Can a Branch Office be converted into a subsidiary later?

Yes, but this requires closing the Branch Office and separately incorporating a new entity. The process involves RBI approval for closure, ROC de-registration, settlement of all tax liabilities, and fresh incorporation. Plan for 4-6 months for the entire conversion.

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

Under the automatic route (100% FDI sectors), the AD bank processes and approves applications within 4-8 weeks. If specific RBI approval is required, the timeline extends to 8-12 weeks. Document completeness and proper embassy attestation are the primary factors affecting processing time.

Does Press Note 3 apply to Thai companies?

No. Press Note 3 (2020) applies only to investments from countries sharing a land border with India — China, Pakistan, Bangladesh, Nepal, Myanmar, Bhutan, and Afghanistan. Thailand does not share a land border with India, so Thai companies can invest under the automatic route without additional government approval.