Establishing a Foreign Liaison Office for a UAE-Based Enterprise in India
A prominent UAE-based commercial conglomerate, with diversified operations across the Middle East and North Africa, sought to establish its presence in India as part of its broader international expansion strategy.

BACKGROUND
A prominent UAE-based commercial conglomerate, with diversified operations across the Middle East and North Africa, sought to establish its presence in India as part of its broader international expansion strategy. Given the group’s primary objective was to explore the Indian market, build strategic relationships, and represent the interests of its overseas headquarters—without engaging in direct commercial transactions—it was advised to pursue the establishment of a Liaison Office (LO).
Setting up a Liaison Office in India involves rigorous scrutiny and regulatory approvals, particularly under the Foreign Exchange Management Act (FEMA), 1999. The Reserve Bank of India (RBI), through its Authorized Dealer (AD) banks, governs the process and evaluates applications based on sectoral eligibility, financial standing, and the proposed business activity. The client required a comprehensive legal and procedural advisory to ensure a smooth and compliant establishment.
OUR ROLE
Shepherd Knight LLP was appointed as the legal and compliance counsel to execute the India entry through the LO model. The engagement was strategically structured to offer end-to-end legal, regulatory, and operational support across multiple authorities and jurisdictions.
SCOPE INCLUDED
- Strategic Advisory on Route Selection: We advised the client on various models for establishing foreign presence in India—ranging from a liaison office, branch office, to wholly owned subsidiaries. Based on the intended nature of operations (non-commercial, representational), we recommended the Liaison Office route as most suitable and compliant under the FEMA regime.
- Application Preparation and RBI Coordination: Our team meticulously prepared the application in Form FNC (Form for New Entities), coordinated with the client’s Authorized Dealer (AD) Bank in India, and ensured that all required documents—board resolutions, parent company incorporation proof, financial statements, and activity justifications—were curated in a manner aligned with RBI expectations.
- Drafting of Project Reports and Business Justification: RBI typically requires a sound rationale for permitting a foreign entity to establish presence in India. We crafted detailed project reports outlining the client’s business goals, proposed activities in India, and the non-commercial nature of operations—backed by audited financials of the parent company.
- Post-Approval Support: Upon receiving RBI approval, we facilitated the setting up of a FEMA-compliant bank account (LO-specific), and secured PAN and TAN registrations. We also advised on regulatory disclosures under the Companies Act and Income Tax Act.
- Tax Structuring and Permanent Establishment (PE) Risk Mitigation: Given that Liaison Offices are not permitted to generate income in India, we offered critical guidance on PE risks, withholding tax implications under the India–UAE DTAA, and reporting requirements under Indian income tax regulations.
- Ongoing Compliance Mapping: A robust compliance calendar was developed to track and meet all post-establishment obligations including annual filings with RBI, MCA Form 49C, and statutory audits under LO-specific norms.
OUTCOME
The Liaison Office was successfully operationalized within three months from the initial mandate. All statutory registrations were obtained, and a compliance framework was institutionalized to ensure zero regulatory breaches. The client now benefits from a strategic foothold in India while maintaining minimal tax exposure and clear segregation from revenue-generating activities. This structure supports their long-term India strategy with a solid regulatory foundation.
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