When it comes to navigating corporate law, foreign investment Frules, and financial regulations in India, Company Secretary (CS) firms in Delhi—particularly B. Samrish & Co.—have emerged as diligent and highly professional partners. From Resident Director appointments to External Commercial Borrowings, from setting up liaison offices and wholly owned subsidiaries to overseeing company secretarial compliance and voluntary liquidation, these firms provide end‑to‑end expertise.
1. The Role of a Company Secretary Firm in Delhi
A company secretary in Delhi is more than just a compliance officer. These professionals, especially those at a reputed CS firm, handle a wide spectrum of corporate services:
Company incorporation, formation of business entities, LLPs, private limited companies, and foreign setups.
Serving as Resident Director to ensure local representation under the Companies Act.
Establishing and maintaining liaison offices, branch offices, or wholly owned subsidiaries (WOS)—key structures for foreign firms entering India.
Advising on complex financial matters like External Commercial Borrowings (ECB).
Managing the process of Voluntary Liquidation when closing down solvent companies.
2. Resident Director: Strategic Local Representation
Under Section 149(3) of the Companies Act, every Indian company must appoint at least one resident director who has stayed in India for at least 182 days in the preceding financial year. Citizenship is irrelevant—foreign nationals can qualify if the residency condition is met.
Many foreign businesses choose to engage a professional CS firm in Delhi to provide a nominee or Resident Director: a knowledgeable Indian‑law expert who sits on the board, ensures compliance, liaises with regulators, and helps avoid mismanagement or conflict. Typically, the appointee remains non‑executive, with no signing authority on bank accounts or day‑to‑day operations. They are also shielded from direct management liability, while still fulfilling statutory responsibilities.
3. Company Secretary Firm: Broad Spectrum of Corporate Services
An established company secretary firm in Delhi like B. Samrish & Co. serves as a one‑stop resource across the corporate lifecycle:
Company incorporation, including structuring wholly owned subsidiaries for foreign parent companies.
Formation and registration of liaison offices or branch offices under FEMA, depending on business needs and the nature of operations.
Compliance with legal, regulatory, and tax requirements (e.g., MCA filings, ROC annual returns, GST, investor agreements, NBFC licensing).
Advisory on mergers & acquisitions, overseas direct investment, and cross‑border structures.
Strategic counsel on External Commercial Borrowings (ECB), including due diligence, documentation, understanding of permitted end‑uses, maturity rules, recognised lenders, and cost ceilings.
Providing post‑incorporation Resident Director services for compliance and liaison.
Supporting businesses in voluntary liquidation and closing enterprises in a legally valid, efficient manner.
4. Liaison Offices and Wholly Owned Subsidiaries: Choosing the Right Model
Liaison or Branch Office
Foreign entities looking to initiate operations in India may start with a liaison office (LO) or branch office (BO) without incorporating a separate Indian company. Familiar name, no new entity—but prior RBI approval under FEMA is mandatory.
Liaison offices allow non‑commercial activities such as market liaison, buyer/supplier communication, export‑import support, and technical collaboration. They cannot earn income in India and are not subject to income tax.
Branch offices may engage in limited commercial activities—rendering services, import/export, tech support, but cannot manufacture. BOs are taxable at a flat rate (around 40%) and must register under GST.
Eligibility criteria include a profit‑making track record and minimum net worth from the previous years: typically USD 50,000 for LO and USD 100,000 for BO. Failing those, an entity may provide a letter of comfort from a qualified parent or group company. Routine annual filings—like Annual Activity Certificates and audited financials—must be submitted to designated AD banks and Income Tax authorities.
Wholly Owned Subsidiary (WOS)
A wholly owned subsidiary is a fully incorporated private limited company in India, wholly owned by a foreign parent. It enjoys status equivalent to a domestic Indian company: free to conduct business, generate revenue, hire staff, and comply with Indian laws. It is often the preferred structure for long‑term presence and full operational control.
5. External Commercial Borrowings (ECB): Accessing Foreign Debt for Growth
For Indian companies and eligible entities, External Commercial Borrowings provide a vital channel for long‑term financing. Governed by RBI’s Master Directions, ECB allows borrowing in foreign currency or INR up to USD 750 million per financial year under the automatic route. It comes with prescribed minimum average maturity periods, negative list restrictions on end‑use (e.g., no equity investments or general corporate purposes except under certain conditions), and maximum all‑in‑cost limits.
ECB is open to startups as well: RBI issued a circular in January 2019 permitting eligible startups to raise ECB under automatic route, subject to compliance.
A Delhi‑based company secretary firm adds value by advising clients on eligibility, end‑use compliance, recognized lender identification, documentation, RBI approvals, and accurate reporting. This helps businesses leverage global lenders while adhering to statutory thresholds and banking norms.
6. Voluntary Liquidation: Exiting with Compliance and Clarity
When a business entity is solvent yet no longer needed, voluntary liquidation under the Insolvency and Bankruptcy Code is the proper method of winding up. This is different from a strike‑off which is suitable only for companies with no business or liabilities for two years.
During voluntary liquidation:
A liquidator realises assets, pays liabilities, and distributes surplus to shareholders.
Special attention is given to repatriation of funds to foreign investors and the need for RBI’s FDI acknowledgment or FCGPR filing.
In cases where earlier foreign remittance was not reported, reporting to RBI and possibly payment of late submission fees or compounding may be required.
The proceeds may be distributed as deemed dividend (from accumulated profits) or capital repayment—and may be taxed accordingly in India, though DTAA benefits may be claimed by non‑resident shareholders with proper documentation.
A CS firm in Delhi guides promoters through these steps—managing paperwork, liquidator coordination, remittance approvals, tax treatment, and legal compliance—ensuring smooth corporate exit with minimal friction.
7. Why Engage a CS Firm Like B. Samrish & Co. in Delhi?
B. Samrish & Co. epitomizes a professional CS firm in Delhi with deep expertise in all aspects described above. Registered with the Institute of Company Secretaries of India and operating from Delhi and Bengaluru, the firm offers an integrated portfolio:
Expert advice on India entry basics, company formation, liaison/branch offices, and WOS structures.
Resident Director appointments to satisfy statutory mandates with minimal management interference.
Advisory and execution services for External Commercial Borrowings (ECB), including startup eligibility frameworks.
Comprehensive voluntary liquidation services—including repatriation of funds, tax compliance, RBI reporting, and shareholder distributions.
Led by CS Samrish Bhanja, FCS, LLB, the firm combines strong legal grounding with a compliance‑focused ethos and a culture of approachability and clarity.
8. In Summary
For companies—especially foreign or non‑resident businesses—seeking to operate in India, a company secretary firm in Delhi like B. Samrish & Co. offers essential services across:
Appointing a qualified Resident Director to meet the Companies Act requirements.
Incorporating and advising on wholly owned subsidiaries, or establishing liaison/branch offices for coordinated market entry.
Structuring and managing External Commercial Borrowings (ECB) under the evolving RBI regulatory framework.
Executing voluntary liquidation processes for solvent companies with transparency, compliance, and smooth fund repatriation.
Their integrated expertise makes them ideal partners for incorporation, compliance, finance structuring, governance, and exit planning in the Indian corporate and regulatory landscape. If you’re considering starting, expanding, or winding up operations in India, a consultation with a firm like B. Samrish & Co. can set the right foundation and help you navigate each stage with confidence.
Write a comment ...