Register a company in India for foreigners

Can a foreigner register a company in India?

Yes. Foreigners can register and fully own an Indian company in most sectors under the automatic route, which needs no prior government approval, per the DPIIT Consolidated FDI Policy. Some sectors need government approval, a short list is prohibited, and investors from land-border countries face an extra rule.

India’s FDI framework permits 100% foreign investment under the automatic route in most sectors, per the DPIIT Consolidated FDI Policy. Sectors above their caps, such as defence, certain media, and multi-brand retail, require prior government approval. FDI is prohibited outright in lottery, gambling, chit funds, atomic energy, real estate business, and tobacco manufacturing. Under Press Note 3 of 2020, any investor from a country sharing a land border with India, or whose beneficial owner sits there, can invest only through the government approval route, regardless of sector.

What business structures can foreign investors choose in India?

Foreign investors choose from five structures: a Private Limited Company, a Limited Liability Partnership (LLP), a Branch Office, a Liaison Office, or a Project Office. The Private Limited Company is the default for founders who want to hire, invoice, and raise capital in India.

An LLP needs a minimum of two partners under Section 6 of the LLP Act, 2008, and at least two designated partners with one resident in India under Section 7. Since 1 April 2022, “resident in India” for a designated partner means a stay of 120 days during the financial year, under the LLP (Amendment) Act, 2021. FDI in an LLP runs on the automatic route only where 100% FDI is allowed with no performance conditions, per DPIIT Press Note 12 of 2015. An LLP is a weak fit for venture funding, because it cannot issue shares or ESOPs easily.

Which entity is best for a foreign company expanding to India?

For most foreign companies, a Private Limited Company set up as a wholly owned subsidiary (WOS) is the best entity. It lets a US or other foreign parent hire staff, invoice customers, and raise equity in India under one roof. An LLP suits professional services with no equity-fundraising plans. Branch, liaison, and project offices fit narrow, RBI-approved scopes rather than a full operating business.

What are the minimum requirements to register a company in India?

A Private Limited Company needs a small, defined set of people and no minimum capital. It requires two shareholders, two directors, and at least one director resident in India. There is no statutory minimum paid-up capital. Founders without an India-based director commonly use a nominee or resident director service.

What documents do foreigners need to register a company in India?

Foreign founders need identity, address, and, for corporate shareholders, entity documents, all attested for use in India. Documents from a Hague Apostille Convention country must be apostilled. Documents from other countries need notarisation plus consular legalisation. A passport is mandatory identity proof for every foreign director and shareholder.

The attestation path depends on the founder’s country. Guides for founders registering from the United Kingdom, Singapore, the UAE, Canada, and Australia cover the country-specific attestation steps.

How do you register a company in India? The MCA process step by step

Incorporation runs through SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus), the MCA’s integrated web form. It bundles 10 services across three central ministries and one state government into one filing, per the MCA SPICe+ FAQ. Name reservation, Director Identification Number, PAN, and TAN all happen inside it.

1. Obtain a Digital Signature Certificate (DSC) for each director. Foreign directors first apostille or notarise their KYC documents, then a licensed Certifying Authority issues the DSC.
2. Reserve the name through SPICe+ Part A. An approved name is valid for 20 days and can be extended to 60 days for a cumulative ₹3,000 fee, per the MCA SPICe+ FAQ. Commenda’s company name checker can confirm availability first.
3. File SPICe+ Part B with e-MoA (Memorandum of Association, INC-33), e-AoA (Articles of Association, INC-34), and AGILE-PRO-S. Part B bundles nine services, mandatory since 23 February 2020, and allots the Director Identification Number (DIN) for up to three directors, per the MCA SPICe+ FAQ. AGILE-PRO-S covers GSTIN, the Employees’ Provident Fund Organisation (EPFO), the Employees’ State Insurance Corporation (ESIC), and a bank account. Foreign subscribers must hold a valid DIN, DSC, and business visa proof to file e-MoA and e-AoA; otherwise apostillised physical MoA and AoA are required under Rule 13(5)(d).
4. Receive the Certificate of Incorporation with the Corporate Identity Number (CIN), the Permanent Account Number (PAN), and the Tax Deduction and Collection Account Number (TAN) issued together.

The Central Registration Centre allows up to two resubmissions of a SPICe+ filing after review, per the MCA SPICe+ FAQ, so accurate documents matter.

How much does it cost to register a Private Limited Company in India for foreigners?

Costs vary by state, authorised capital, and service provider, so treat any figure as indicative. The MCA charges no incorporation filing fee for authorised capital up to ₹15 lakh, per the MCA SPICe+ FAQ. The largest line items for foreigners are apostille handling, professional fees, and a resident director service.

How long does company registration in India take?

For a foreign-owned company, incorporation itself takes a few working days once apostilled documents are ready, but the full path commonly runs several weeks. The foreigner-specific bottlenecks are document apostille abroad, DSC issuance, and bank account opening with foreign-director KYC.

A reserved name stays valid for 20 days, extendable to 60, per the MCA SPICe+ FAQ, which sets the clock on the early stage. Bank onboarding and FEMA reporting add time after the Certificate of Incorporation is issued, which is why realistic planning runs from a few weeks to a couple of months.

What tax registrations does a foreign-owned company need? PAN, TAN, and GST

PAN and TAN are issued automatically with incorporation through SPICe+ Part B, per the MCA SPICe+ FAQ. Goods and Services Tax (GST) registration is separate. It applies once turnover thresholds are crossed or for activities like interstate supply, and companies register on the GST portal.

India taxes a domestic company and a foreign company’s branch at different rates under the Income Tax Act, 1961, so confirm the current rate for your structure before you file. A domestic company files an annual income tax return regardless of revenue, and a foreign parent’s Indian subsidiary must file even a nil return.

What FEMA compliance applies after foreign investment comes in?

FEMA, 1999 governs the capital coming in. After the foreign parent’s money arrives and shares are allotted, the company reports the allotment to the RBI in Form FC-GPR through the FIRMS portal within 30 days, under the RBI’s Foreign Exchange Management (Non-debt Instruments) Rules, 2019. It also files the annual Foreign Liabilities and Assets (FLA) return to the RBI by 15 July.

Miss the FC-GPR window and the inbound investment is not properly recorded, which stalls later transactions and fundraising. The first money into the new Indian bank account should be the share subscription payment before any other funds move in.

How do you open a business bank account in India as a foreigner?

You open the account after incorporation, and it is where foreign-owned companies most often stall. Banks run their own KYC (Know Your Customer) checks on foreign directors and shareholders. AGILE-PRO-S pre-selects a bank during incorporation, but the account must still clear the bank’s onboarding before capital can move.

Capital must arrive as an inward remittance through banking channels and then be reported on Form FC-GPR. Some banks want in-person verification of a foreign director or a resident signatory, so plan for extra documentation and possible travel at this stage.

How do you register a branch, liaison, or project office in India?

These offices need RBI approval, filed on Form FNC through an Authorised Dealer (AD) Category-I bank under FEMA, then registration with the Registrar of Companies (ROC) under Section 380 of the Companies Act, 2013 using Form FC-1 within 30 days. The eligibility criteria come from the RBI Master Direction FEMA 22(R)/2016.

A Liaison Office that cannot meet the net-worth test can submit a Letter of Comfort from a financially sound parent, per the RBI Master Direction. A foreign company must also file its annual return on Form FC-4 under Section 384(2) of the Companies Act, 2013. A Non-Banking Financial Company (NBFC) faces the shorter two-year office validity noted above.

What ongoing annual compliance does an Indian subsidiary have?

An Indian subsidiary files with three authorities every year: the ROC, the Income Tax Department, and the RBI. A statutory audit is mandatory regardless of turnover. The company must also hold at least four board meetings a year and an annual general meeting.

A Private Limited Company must hold at least four board meetings a year, with no more than 120 days between consecutive meetings, per Section 173 of the Companies Act, 2013. The first board meeting falls within 30 days of incorporation. The first annual general meeting falls within nine months of the first financial year end, per Section 96.

Commenda’s compliance calendar tracks these deadlines by entity and country so nothing slips.

How Commenda Helps You Register a Company in India

Commenda’s incorporation service handles a foreign-owned India registration end to end: SPICe+ filing, the resident director requirement, FEMA reporting like FC-GPR, and every ongoing filing, on one platform. Its entity management platform keeps your subsidiary’s audits, board meetings, and annual returns on schedule after incorporation. If you are incorporating from the United States, the register a company in India from the USA guide walks through the US-specific steps.

Book a demo to get a step-by-step India incorporation plan for your company.