There is a lot of interest among foreign companies to start their operations in India and tap into one of the largest and fast-growing market, and have access to some of the best human resources in the world. A Foreign National (other than a citizen of Pakistan or Bangladesh) or an entity incorporated outside India (other than entity incorporated in Pakistan or Bangladesh) can invest and own a Company in India by acquiring shares of the company, subject to the FDI Policy of India. Also, a minimum of one Indian Director who is a Indian Director and Indian Resident is required for incorporation of an Indian Company along with an address in India. IndiaFilings can help you register an Indian Subsidiary while also providing Nominee Directors and Registered Office service in India.
The following are some of the India entry strategies for foreign corporates:
Incorporation of a private limited company is the easiest and fastest type of India entry strategy for foreign nationals and foreign companies. Foreign direct investment of upto 100% into a private limited company or limited company is allowed under the automatic route, wherein no Central Government permission is required. Hence, incorporation of a private limited company as a wholly-owned subsidiary of a foreign company or joint venture is the cheapest, easiest and fastest entry strategy for foreign corporations into India.
Incorporation of a Limited Liability Partnership (LLP) is also an India entry strategy for foreign nationals or foreign citizens as 100% FDI in LLP is now allowed. An LLP, however, cannot have shareholders and must be represented by Partners - thereby making it an ideal choice for investment vehicles and professional firms.
Proprietorship firms or Partnership firms are the most basic types of business entities used by tiny businesses or unorganised players. Foreign investment into a proprietorship firm or partnership firm requires prior RBI approval. Hence, proprietorship firms or partnership firms are not suitable for a foreign corporation or foreign national investment into India.
Registration of Branch Office, Liaison Office or Project Office requires RBI and/or Government approval. Therefore, the cost and time taken for the registration of branch office, liaison office or project office for a foreign company are higher than the cost and time associated with incorporation of a private limited company. Further, foreign nationals cannot open a branch office, liaison office or project office and is permitted only for well established foreign corporates. Hence, this option is limited to being an India entry strategy only for large foreign companies.
Foreign Direct Investment (FDI) into an Indian Private Limited Company or Limited Company is allowed upto 100% in most sectors. Only a very few industries require prior Central Government approval for investment by a foreign company or foreign national. The following industries require Government Approval for investment by Foreign Company or Foreign National:
A private limited company must have a minimum of two Shareholders and two Directors. A shareholder can be a person or a corporate entity. However, the Director has to be a person. Foreign nationals are allowed to become Directors of an Indian Private Limited Company.
The Board of Directors of the Indian Private Limited Company must have one Director who is both an Indian Citizen and Indian Resident. However, there is no requirement for the Indian Director to be a shareholder in the company. Hence, most foreign companies or foreign nationals prefer to incorporate a company in India with three Directors - two Foreign National Directors and one Indian National Director.
The 100% shares of the Indian Company can be held by a combination of Foreign Companies and/or Foreign Nationals. Indian private limited companies require a minimum of two shareholders mandatorily. Hence, one corporate entity or person cannot hold all the shares of an Indian Private Limited Company.
A digital signature is required for filing the incorporation documents and continued compliance documents for a company. Hence, Digital Signatures must be obtained for one or more Director(s) of the company.
The following documents and information are required for obtaining Digital Signature for a foreign national:
The following documents should be certified by Individual's Embassy
In parallel to the digital signature application process, name approval can be obtained for the proposed company. The name of the Indian Company must be unique and should end with the words "Private Limited". Click here to know more about Naming an Indian Private Limited Company.
Once name approval is obtained, incorporation documents can be filed with the Ministry of Corporate Affairs to incorporate the company. The incorporation documents to be filed includes affidavits & declarations from Directors, Memorandum of Association, Articles of Association and Registered Office Address proof.
The affidavit and declarations from the Directors contain certain declaration from the Directors. Affidavit and declaration would have to be executed independently for each of the Director and notarized.
By subscribing to the MOA & AOA, the shareholders (either foreign companies or foreign nationals or Indian companies or Indian national) show their intention for becoming a shareholder in the company to be incorporated.
In case a Foreign Company is a subscriber to the MOA & AOA of the proposed Indian Company, the following documents pertaining to the foreign entity subscribing to the shares of the Indian Company must be submitted:
On submitting the above documents along with the application for incorporation of a company, the Registrar would issue a Certificate of Incorporation for the Indian Private Limited Company, if the documents submitted are acceptable.
After obtaining the incorporation certificate, the Indian Company can apply for a PAN Card and take the necessary steps for opening a bank account for the company in India. IndiaFilings has exclusive relationships with various leading banks in India, including ICICI Bank, DBS and Citi Bank. We can help you seamlessly open a Business Current Account post-incorporation of the company - without having to visit India.
Comprehensive guide to Indian private limited company, FDI rules and strategy for starting an Indian business for foreign nationals and foreign companies.
Process for starting a foreign company's subsidiary in India. Through Private limited company registration, foreign companies can start business in India.
Difference between authorised capital vs paid up capital explained in detail with an illustration. Visit IndiaFilings to know more about authorised capital.
The Ministry of Corporate Affairs has re-introduced the concept of commencement of business certificate in 2019. All companies registered are now required to obtain commencement of business certificate before commencing any business or exercising any borrowing powers.
Foreign company subsidiaries registered in India must complete FEMA filing, MCA annual return and income tax return each year. Failure to file FEMA return, MCA or tax return to lead to penalty and disqualification of Directors. IndiaFilings can help you maintain foreign company compliance in India.
GST registration procedure, eligibility and documents required. Entities with an annual revenue of more than Rs.20 lakhs must obtain GST registration. Complete your GST registration online with expert help from IndiaFilings and obtain your GSTIN in less than a week from the comfort of your home.
File GST return online through IndiaFilings with GST Expert Support. You can prepare and file GSTR-1, GSTR-2, GSTR-3 and GSTR-4 return online through IndiaFilings. In addition to filing GST returns, you can also issue GST invoices and record purchases on LEDGERS to automatically file GST returns.
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Open a new or link your existing ICICI bank current account with LEDGERS for seamless bank account reconciliation, account balance check and sending of payments through NEFT / RTGS / IMPS.
Open a new or link your existing DBS bank business account with LEDGERS for seamless bank account reconciliation, account balance check and sending of payments through NEFT / RTGS / IMPS.
Opening a current account for an India Subsidiary is easier when compared to opening of current account for a sole proprietorship firm as a company is a registered legal entity – recognized by law. Therefore, once a company is incorporated, a bank account can be opened in the name of a company with the incorporation certificate of the company and identity/address proof of the Directors.
The Director needs to be over 18 years of age and must be a natural person. There are no limitations in terms of citizenship or residency. Therefore, even foreign nationals can be Directors in a Indian Private Limited Company.
You can start a Private Limited Company with any amount of capital. However, fee must be paid to the Government for issuing a minimum of shares worth Rs.1 lakh [Authorized Capital Fee] during the incorporation of the Company. There is no requirement to show proof of capital invested during the incorporation process.
An address in India where the registered office of the Company will be situated is required. The premises can be a commercial / industrial / residential where communication from the MCA will be received.
No, you will not have to be present at our office or appear at any office for the incorporation of a Private Limited Company. All the documents can be scanned and sent through email to our office. Some documents will also have to be couriered to our office.
Identity proof and address proof is mandatory for all the proposed Directors of the Company. PAN Card is mandatory for Indian Nationals. In addition, the landlord of the registered office premises must provide a No Objection Certificate for having the registered office in his/her premises and must submit his/her identity proof and address proof.
IndiaFilings.com can incorporate a Private Limited Company for in 7-15 days. The time taken for incorporation will depend on submission of relevant documents by the client and speed of Government Approvals. To ensure speedy incorporation, please choose a unique name for your Company and ensure you have all the required documents prior to starting the incorporation process.
To incorporate a Company quickly, make sure the proposed name of the Private Limited Company is very unique. Names that are similar to an existing private limited company / limited liability partnership / trademark can be rejected and additional time will be required for resubmission of names.
Once a Company is incorporated, it will be active and in-existence as long as the annual compliances are met with regularly. In case, annual compliances are not complied with, the Company will become a Dormant Company and maybe struck off from the register after a period of time. A struck-off Company can be revived for a period of upto 20 years.
A Digital Signature establishes the identity of the sender or signee electronically while filing documents through the Internet. The Ministry of Corporate Affairs (MCA) mandates that the Directors sign some of the application documents using their Digital Signature. Hence, a Digital Signature is required for all Directors of a proposed Company.
Director Identification Number is a unique identification number assigned to all existing and proposed Directors of a Company. It is mandatory for all present or proposed Directors to have a Director Identification Number. Director Identification Number never expires and a person can have only one Director Identification Number.
Authorized capital of a Company is the amount of shares a company can issue to it shareholders. Companies have to pay the Government an authorized capital fee to issue shares in a Company. Companies have to pay authorized capital fee for a minimum of Rs.1 lakh.
A private limited company must hold a Board Meeting atleast once in every 3 months. In addition to the Board Meetings, an Annual General Meeting must be conducted by the Private Limited Company, atleast once every year.
Yes, a NRI or Foreign National can be a Director in a Private Limited Company after obtaining Director Identification Number. However, atleast one Director on the Board of Directors must be a Resident India.
Yes, NRIs / Foreign Nationals / Foreign Companies can hold shares of a Private Limited Company subject to Foreign Direct Investment (FDI) Guidelines.
100% Foreign Direct Investment is allowed in India in many of the industries under the Automatic Route. Under the Automatic Route, only a post-investment filing is necessary with the RBI indicating the nature of investment made. There are a few industries that require prior approval from the RBI, in such cases, approval must first be obtained from RBI prior to investment.
Last updated: Jan 13, 2021