# Company Registration in India from Bangladesh: Process, Cost and Timeline (2026)

> Source: https://krystal7.com/insights/register-a-company-in-india-from-bangladesh
> Publisher: Krystal7 Consultants (Krystal7 Innovations Private Limited), Gurugram, India
> Author: Nihal Srivastava
> Published: 07 Aug 2026; updated 24 Sep 2026
> Summary: India company registration from Bangladesh: the 2026 investment approval rules, overseas documents, directors, banking and FC-GPR reporting.

## AI Overview Summary

- An entity or citizen of Bangladesh needs government approval for direct investment in an Indian company under Press Note 3 (2020 Series). An incorporation certificate does not substitute for that approval.
- Government approval under Press Note 3 adds about six months to the setup. The application is filed online on the Foreign Investment Facilitation Portal and is quoted separately from incorporation.
- The 2026 change lets an investor from another country use the automatic route where its land border ownership is non controlling and 10 percent or less. It does not make a direct Bangladesh investor eligible.
- Krystal7 charges USD 1,200 to USD 1,700 to set up an Indian subsidiary for a foreign parent, with government fees at cost. The approval application is quoted separately.
- A private company needs at least two members and two directors, and one director must have stayed in India for 182 days in the financial year. Form FC-GPR is due within 30 days of issue.

Company registration in India from Bangladesh requires an investment route review before committing to a filing or funding date. Separate that assessment from company incorporation, document certification and bank onboarding. Use this guide to prepare the ownership evidence and identify the decisions that control the sequence.

Our [foreign subsidiary registration service](/services/foreign-subsidiary.html) explains the Indian setup scope. The first useful input for this corridor is a complete ownership chart and a description of the proposed Indian activity.

## The Investment Approval Question

An entity or citizen of Bangladesh falls within India’s land border investment restriction. Direct investment therefore needs the government route, subject to the permitted activity and other applicable conditions. The 2026 change for some indirect, noncontrolling ownership does not make a direct Bangladesh investor automatically eligible.

The rule comes from Press Note 3 (2020 Series) of 17 Apr 2020, as amended by [DPIIT Press Note 2 (2026 Series)](https://www.dpiit.gov.in/static/uploads/2026/03/b9da5830b052c2f2d788593e97d07c63.pdf) of 15 Mar 2026. The Foreign Exchange Management (Non-debt Instruments) (Amendment) Rules, 2026, notified as S.O. 2174(E) on 1 May 2026, made the change law. File any approval application online on the Foreign Investment Facilitation Portal.

## What Changed in 2026

The government’s [21 August 2026 explanation](https://www.pib.gov.in/PressReleasePage.aspx?PRID=2301992&lang=1&reg=48) confirms implementation through the FEMA amendment notified on 1 May 2026. An investor from another country can now use the automatic route when its land border ownership is noncontrolling and 10 percent or less. The test uses the beneficial owner thresholds in Rule 9(3) of the PML Rules, 2005, plus control. The investor must report the investment to the government before it invests. Sector rules and conditions still apply.

Percentage ownership alone is not the whole test. Review voting, appointment and other rights that create control. The current policy also addresses ultimate effective control over the Indian investee. Keep an assessment of those rights with the ownership chart.

An intermediary company does not establish eligibility merely because it is incorporated elsewhere. Describe the actual owners and rights in the application and bank records. Later ownership changes can require a fresh approval assessment.

## Information to Prepare Before Filing

- The investor’s registration records and governing documents.
- A chart showing intermediate entities, ultimate owners and relevant citizenship details.
- Shareholding, voting and control rights, including rights outside the ordinary share register.
- The Indian business activity, proposed funding and intended ownership.
- Parent approvals and evidence of the person authorised to sign.

Ask the adviser to record whether approval or the revised reporting route applies and why. Where approval is needed, agree the application scope and permitted sequence before the investment proceeds. An incorporation certificate is not a substitute for investment approval.

## Bangladesh Documents and Apostilles

The Apostille Convention entered into force for Bangladesh on 30 March 2025. The designated authority is the Ministry of Foreign Affairs. Check document eligibility, bilateral applicability and the receiving Indian office’s requirements. Do not reuse an older checklist that assumes every document must follow the full consular legalisation chain. See the [official document authority or status source](https://www.hcch.net/en/states/authorities/details3/?aid=1218) and the [Convention status table](https://www.hcch.net/en/instruments/conventions/statustable/print/?cid=41).

Agree translation requirements before certification. Match names, registration details and signatory authority across the parent records and Indian documents. The bank may require additional evidence beyond the incorporation filing set.

## The Indian Company Structure

A Private Limited company can be used where the proposed investment and activity are permitted. A private company requires at least two members and two directors. Full group ownership still requires compliant member records and applicable beneficial ownership declarations.

At least one director must meet the requirement of 182 days in India during the financial year. For a newly incorporated company, the requirement applies proportionately at the end of that first year. A resident director has statutory duties, even where the parent retains ownership and appoints the rest of the board. See [section 149 of the Companies Act](https://www.mca.gov.in/content/dam/mca/pdf/CompaniesAct2013.pdf).

The [wholly owned subsidiary guide](/insights/wholly-owned-subsidiary-in-india) explains ownership and control. The [registration process guide](/services/foreign-subsidiary.html) covers digital signatures, SPICe+ and the shared incorporation steps.

## Banking and Investment Reporting

Give the Indian bank the same ownership and approval record used for the investment assessment. Agree KYC, the remitting account and payment purpose before sending capital. Documentary evidence of receipt does not by itself establish whether the money is equity or a loan.

For a reportable issue of equity instruments under FDI, FC-GPR is due within 30 days of issue under the [RBI reporting direction](https://www.rbi.org.in/scripts/FS_Notification.aspx?Id=11723&Mode=0&fn=5). Track receipt and issue dates separately. The [FEMA compliance service](/services/fema-compliances.html) can be scoped for the reporting work.

## Costs and Timing

Krystal7 Consultants charges USD 1,200 to USD 1,700 to set up an Indian subsidiary for a foreign parent, based on our published pricing. Government fees pass through at cost. The government approval application is quoted separately. Most setups take about four to five weeks once approval is granted and the documents are ready, including the bank account and GST. Government approval under Press Note 3 (2020) comes first and adds about six months. The Cabinet decision of 10 Mar 2026 sets a 60 day decision target for specified manufacturing sectors, such as capital goods and electronic components. It applies when resident Indian citizens keep majority ownership and control.

Request separate scopes for the investment assessment, any approval application, overseas documentation, incorporation and bank support. Include the first investment reports and recurring compliance in the budget. Ask which costs depend on queries, translation or additional documents.

Approval and bank checks can control the schedule. Do not equate a formation estimate with a guaranteed date for funding or trading. Much of the coordination can be remote, but confirm document execution, signature verification and bank attendance requirements before ruling out travel.

## Tax and Ongoing Compliance

Confirm the Indian tax regime and registrations for the actual activity. Before paying a dividend, royalty, interest or service charge overseas, obtain a current withholding analysis. Treaty eligibility, where available, depends on the recipient and the payment; it is not an automatic result of the parent’s address.

Maintain the annual company, audit and tax calendar. Check which FEMA returns apply and verify the current deadlines. Related party transactions may also need [transfer pricing support](/services/transfer-pricing-advisory.html). Keep the ownership and approval record current when the group raises funds or changes control.

## Key terms

- **Press Note 3 (2020 Series)**: A policy notification of the Department for Promotion of Industry and Internal Trade that requires government approval for foreign investment where the investor, or its beneficial owner, is an entity of or a citizen of a country sharing a land border with India. Press Note 2 (2026 Series) relaxes it for non controlling ownership of up to 10 percent. (https://krystal7.com/glossary#press-note-3-2020-series)
- **Government route**: The entry route on which foreign investment needs prior approval from the administrative ministry or department, sought through the National Single Window System, before shares are issued. It applies to sectors such as news media, multi brand retail and public sector banks, to stakes above automatic route caps, and to most investment from countries sharing a land border with India. (https://krystal7.com/glossary#government-route)
- **Beneficial owner (land border test)**: For the land border rule, the natural person who ultimately owns or controls the investor, tested under rule 9(3) of the Prevention of Money Laundering (Maintenance of Records) Rules, 2005 plus control. After S.O. 2174(E) of 1 May 2026, non controlling beneficial ownership of up to 10 percent stays on the automatic route. (https://krystal7.com/glossary#beneficial-owner-land-border-test)
- **Foreign Investment Facilitation Portal (FIFP)**: The FIFP is the online single window, run by DPIIT, for foreign investment proposals that need government approval. The investor files the application and supporting documents there, and DPIIT routes it to the ministry concerned. Proposals involving land border countries also go to the Ministry of Home Affairs for security clearance before a decision. (https://krystal7.com/glossary#foreign-investment-facilitation-portal)
- **Apostille**: An apostille is a certificate issued under the Hague Apostille Convention, 1961 that authenticates the signature, seal or stamp on a public document from one member country for use in another. India joined in 2005, so a valid apostille replaces attestation by an Indian embassy, except where India or the other country has objected to the Convention applying between them. (https://krystal7.com/glossary#apostille)
- **Notarisation**: Certification by a notary public of a signature, copy or document, usually the first step before an apostille or consular legalisation for private papers such as board resolutions. Under the Companies (Incorporation) Rules, 2014, a foreign subscriber's signature and identity proof are notarised abroad; for a subscriber in a Commonwealth country, notarisation alone is enough. (https://krystal7.com/glossary#notarisation)
- **Form FC-GPR**: The report an Indian company files with the Reserve Bank of India on the FIRMS portal after issuing equity instruments to a person resident outside India. Regulation 4(1) of FEMA 395/2019-RB requires it within 30 days of the issue. The shares must be issued within 60 days of receiving the money, or the money is refunded within 15 days after. (https://krystal7.com/glossary#form-fc-gpr)
- **Resident director**: Section 149(3) of the Companies Act, 2013 requires every company to have at least one director who stayed in India for 182 days or more in the financial year. A new company applies the test proportionately in its first financial year. Nationality does not matter. The role carries full statutory duties even when a parent abroad owns the company. (https://krystal7.com/glossary#resident-director)

## Frequently Asked Questions

### Does the 2026 change remove approval for direct investment from Bangladesh?

No. The government route restriction continues for a direct entity or citizen of Bangladesh. The revised treatment of some indirect ownership is a separate test.

### Can the company be fully owned by the overseas group?

That depends on the permitted activity, investment route and approval conditions. Full group ownership does not remove the private company’s minimum member requirements or beneficial ownership disclosures.

### Can incorporation happen before the investment review?

Settle the route and permitted sequence with the filing professional before subscription or funding. A company filing cannot cure an investment that needed approval but did not obtain it.

### Is an apostille enough for every document?

No. The answer depends on the issuing jurisdiction, bilateral applicability, document type and the receiving office. Follow the document guidance above and confirm the actual filing set before certification.

### What should I send to request a quote?

Send the proposed Indian activity, investor registration details, ownership chart and control rights. Add the planned funding and available parent documents. This lets the adviser separate approval work from incorporation and ongoing compliance.

## Review Date

Reviewed on 17 September 2026. Recheck the investment and document requirements before signing or remitting funds.

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Krystal7 Consultants, business@krystal7.com, +91 94657 30130. HTML version: https://krystal7.com/insights/register-a-company-in-india-from-bangladesh