Company incorporation and registrations for foreign companies in India

What does incorporation involve for a foreign parent?

A foreign parent usually incorporates a wholly owned private limited company through the MCA’s SPICe+ process. The sequence below is the outline; the incorporation process page has more detail.

1. Reserve the name. The RUN (Reserve Unique Name) form takes up to two proposed names. Approval is valid for 20 days. A name that contains a foreign country’s name needs proof of a business relationship.
2. Prepare parent and director documents. Foreign individuals provide passports, notarised and then legalised for use in India. For a Hague Apostille Convention country, that means a notary public and then an apostille. For any other country, it means notarisation and then consular attestation.
3. Obtain digital signatures. Every first director needs a Class 3 digital signature certificate. Director Identification Numbers are applied for within the SPICe+ filing, so they are allotted with incorporation.
4. File SPICe+. This is Form INC-32, filed with the electronic memorandum (INC-33) and articles (INC-34). State stamp duty is payable electronically.
5. Receive the incorporation documents. PAN and TAN are issued through the same process.
6. Fund and report. Capital comes in through a bank, shares are allotted, and the foreign-investment reports are filed.

Which entity can ProLead set up?

Retail trading and manufacturing are not permitted for a branch office. Prohibited sectors, such as lotteries, gambling and chit funds, and sectors with caps or approval routes apply to any entity. ProLead advises on the choice as part of its business structuring work. The entity comparison sets the options side by side.

Which registrations follow incorporation?

• PAN and TAN: issued through SPICe+.
• Provident fund and ESI: the linked form INC-35 (AGILE-PRO-S) carries EPFO and ESIC registration, and can also carry the GSTIN and bank account request, though in practice it usually makes more sense to apply for GST separately.
• GST: depends on turnover thresholds and the kind of supply. Some businesses must register whatever their turnover.
• Shops and establishment and professional tax: state-specific, so they depend on where you locate.
• Sector licences: depend on your activity.

What do you provide, and what does ProLead handle?

The documents guide lists what to prepare in your home country before you engage anyone.

How long does it take?

Only a few periods are fixed by rule: a reserved name is valid for 20 days, and the post-incorporation deadlines below run from fixed dates. Everything else is an estimate. The industry standard for a foreign-parent structure runs 8 to 12 weeks. ProLead has completed one engagement in under three weeks, including opening the bank account; see the case study.

What comes after incorporation?

The first board meeting is due within 30 days of incorporation, and the board appoints the first auditor within 30 days of registration. A declaration of commencement of business (INC-20A) is due within 180 days. Foreign investment reporting follows separately: FC-GPR is due within 30 days of allotment. These and the annual duties move to the accounting, tax and compliance service once the company is live.

Note: Rules and forms change often. This page is general information, not legal or tax advice. Check the current position with a practising Chartered Accountant or Company Secretary before you act.

General information only, not legal or tax advice. Rules and forms change, so confirm the current position with a practising Chartered Accountant or Company Secretary before you act. See our disclaimer.