YOUR COMPANY IN INDIA
Build your Indian operation with a clear ownership plan, complete documents and an organised path from incorporation to funding.
STRUCTURE
A subsidiary is a separate Indian company that can employ people, contract with customers and operate locally. What it may do depends on its activity and the investment rules.
Incorporation and foreign investment approval answer different questions. A certificate of incorporation does not override a sector restriction.
| Your proposed operation | What to resolve before filing |
|---|---|
| An Indian development or support team | Employer, customer contracts, group service agreement and transfer pricing model |
| Sales to Indian customers | Contracting entity, invoicing, GST position and any sector licence |
| A joint venture with an Indian partner | Capital contributions, board rights, reserved matters and exit provisions |
| Manufacturing or regulated activity | Investment caps, approvals, premises, operating licences and import requirements |
| Market research without local revenue | Whether a liaison office is suitable and the activities it may undertake |
ELIGIBILITY
Check the activity, the investor and the beneficial ownership chain together. Identify the actual Indian business, including ancillary activities, before choosing its objects or industry code.
Most sectors allow 100 percent foreign ownership under the automatic route. Some have caps, conditions or need government approval.
Review the current sector cap and any investment conditions in the DPIIT investment policy before choosing the objects.
Under Press Note 3 (2020), an entity or citizen of a country sharing a land border with India can invest only with government approval. Where approval is needed, it adds about six months to the setup.
Press Note 2 (2026 Series) and the NDI Amendment Rules, 2026 (S.O. 2174(E) of 1 May 2026) changed the beneficial owner test. Non controlling land border ownership of 10 percent or less can now use the automatic route, with prior reporting to the government. Checked 24 Sep 2026.
An Indian Private Limited company needs at least two members and two directors. At least one director must stay in India for 182 days in the financial year, applied proportionately in the first year. These rules come from sections 3 and 149 of the Companies Act.
Citizenship alone does not satisfy the stay test. A nominee director cannot replace a functioning board or take on the company’s responsibilities.
OUR ENGAGEMENT
We agree the deliverables before work starts. The proposal lists the incorporation work and any extra support your operation needs.
Statutory certifications and audit opinions need the appropriately qualified professional. Government approvals and bank acceptance stay with those institutions.
| Workstream | What we deliver | What your team does |
|---|---|---|
| Structure and investment review | Written filing assumptions and issues needing separate advice | Explain the business and disclose the ownership chain |
| Document preparation | A document checklist, draft approvals and signing instructions | Obtain parent records and arrange certification |
| Incorporation filing | Name and incorporation filings within the agreed scope | Approve the company details and sign |
| Authority queries | Responses and revised documents where included | Supply missing explanations or corrected evidence |
| Banking coordination | Support with the agreed bank document pack | Complete the bank’s own due diligence |
| Funding and reporting | The share issue and FC-GPR workstream | Remit funds in line with the approved plan |
DOCUMENT CHECKLIST
The exact checklist depends on the investor, the signing country and the receiving authority. Agree it with us before paying for notarisation, apostille, translation or courier delivery.
PROCESS AND TIMELINE
We split the project into decisions, documents, incorporation, banking and funding, so the source of any delay is visible. These are our standard timings.
The Indian activity, investor, ownership and any approvals that must come before investment.
We file SPICe+ Part A once the name, directors, registered office and capital are agreed.
The MOA, AOA, declarations and parent resolutions, with signing instructions for each country.
Your team notarises and apostilles the documents. This step depends on the home country.
We submit the apostilled documents in 2 working days. The certificate of incorporation follows in 2 to 3 working days.
Bank due diligence and the GST registration run after incorporation.
The parent remits the share capital, the shares are allotted and FC-GPR is filed.
Document certification, name objections, missing authority and bank questions can change the schedule. Ask for milestone dates based on your actual file. A quoted incorporation turnaround does not mean banking and operations are ready on the same day.
AFTER INCORPORATION
Agree the remitter, recipient, currency and purpose before sending money. A transfer from another group entity may need a different explanation from a transfer by the named subscriber. Checked 22 Sep 2026.
| Step | Deadline | What to keep |
|---|---|---|
| Share capital received from abroad | Through banking channels, from the named investor | Foreign inward remittance certificate and the bank’s KYC |
| Shares issued to the investor | Within 60 days of receipt | Board resolution, valuation certificate, allotment records |
| Refund if shares are not issued | Within the following 15 days | Bank evidence of the refund |
| FC-GPR filed with the RBI | Within 30 days of the issue | FIRMS acknowledgement and the approved form |
| Share certificates issued | Within 60 days of allotment | SH-1 and the register of members |
| FLA return | By 15 July every year | Audited or provisional figures reconciled to the accounts |
Use the FC-GPR deadline calculator for a simple cash subscription. Share swaps, debt conversions, partly paid shares and missed deadlines need a separate review under the RBI reporting regulations.
FREE DOWNLOAD
Every cost line for a Private Limited subsidiary: professional fees, government fees, stamp duty, apostille and the first year of compliance. Sent to your inbox.
BUDGET
Our published pricing lists an indicative subsidiary setup fee of USD 1,200 to USD 1,700. It is a service range, not a total operating budget or a fixed quote for every structure.
Your written proposal confirms the final scope, taxes, government charges and exclusions.
Stamp duty and filing charges depend on the structure and the state of the registered office. Overseas notarisation, apostille, translation and courier costs sit with your team.
Ask for an itemised quote rather than assuming one advertised amount covers every workstream.
Share capital funds the company. Model it against salaries, premises, vendors, accounting and compliance for the first months.
The India setup budget planner keeps funding separate from expenses.
AVOID THE USUAL DELAYS
| Issue | Why it matters | What to do |
|---|---|---|
| Parent and bank records show different names | The investment chain becomes hard to verify | Reconcile legal names and registration references |
| Certification happens before the checklist is agreed | Documents may need to be prepared again | Confirm the recipient’s requirements first |
| A nominee arrangement is treated as a substitute for governance | Board duties and beneficial ownership reporting remain | Document authority, control and disclosure obligations |
| Funds arrive before the issue plan is ready | Statutory clocks start before the team is prepared | Agree the funding sequence with the bank and advisers |
| The incorporation quote excludes recurring work | The company opens without an operating compliance plan | Approve the recurring scope and owner at handover |
HANDOVER
An inactive period does not remove the filing duties.
Keep a shared company record from the start. It should hold the incorporation certificate, constitutional documents, tax identifiers, registers, board records and filing acknowledgements, with a named owner and due date for every open task.
Review commencement of business, auditor appointment, share records, tax registrations and the first accounting close. List the recurring ROC, income tax, GST, withholding, payroll and foreign investment reporting duties that apply.
If the Indian company trades with its overseas group, document the transaction and pricing policy before invoicing. Our transfer pricing service supports that work. The annual company compliance service covers the recurring filing plan, and CFO support connects reporting to your parent team.
START FROM YOUR COUNTRY
Use the country guide for local document preparation and the questions to resolve before the Indian filing.
YOUR QUESTIONS
Clear expectations make a better engagement.
A foreign company can establish an Indian subsidiary where the proposed investment is permitted. Review the business activity, ownership and any approval conditions before filing. The parent country alone does not settle eligibility.
Personal shareholding and investment through an overseas company are different arrangements. Decide who will own the Indian shares before preparing documents. Our foreign founder guide explains the personal ownership route.
Much of the coordination can happen remotely. Signing, certification and bank verification depend on the people, documents and institutions involved. Confirm those steps before assuming that nobody needs to attend in person.
Start with its registration evidence, constitutional documents, ownership details and the board approval for the investment. Identify the authorised signatory and the Indian directors. We use these records to prepare the detailed checklist.
The engagement defines what is included. Ask for incorporation, banking coordination, foreign investment reporting and recurring compliance to be listed separately. A certificate of incorporation does not complete those later tasks.
Compare the proposed activity, parent exposure and approval requirements before choosing. A branch operates through the foreign company, while a subsidiary is a separate Indian company. The suitable route depends on the intended operation.
Send the parent country, company name, proposed Indian activity and intended shareholders and directors. Include the preferred Indian location and target start date. We can then scope the work.
LET’S DEFINE THE NEXT STEP
Tell us what you intend to build in India. Start with the ownership, documents and scope of work, and we will send a fixed fee proposal.
Prefer email? Write to [email protected].
Thank you. Our team will review your enquiry and contact you.
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