India-Entry Strategy Review
Pick the right vehicle (subsidiary, branch, liaison, project office or LLP), FDI route and structure, with a clear timeline.
Request a proposalIndia Entry · Company Registration
Company Registration in India for Foreign Companies & NRIs
Set up and register your company in India the right way. We help overseas companies, foreign founders and NRIs pick the right structure, clear the FDI route, incorporate, and stay compliant with RBI, ROC and tax after launch.
In short: Most foreign companies register a company in India as a wholly owned subsidiary (a private limited company with 100% foreign ownership) under the automatic FDI route. Incorporation through MCA SPICe+ usually takes about 7–15 working days. You then report the investment to the RBI (FC-GPR within 30 days of share allotment) and most companies elect the 22% corporate tax rate under the Income-tax Act, 2025 (formerly section 115BAA of the 1961 Act) (~25.17% effective), subject to its conditions.
Regi Tom Antony's view
Incorporation is the start, not the finish line. The day the company is registered, a calendar of FEMA, tax and ROC filings begins, starting with FC-GPR within 30 days of allotting shares. Budget for the first year's compliance before the first remittance arrives, and decide who in India will own each filing.
How to register a company in India (foreign-owned) — step by step
- 1
Choose your structure
Usually a wholly owned subsidiary (private limited company). Branch, liaison and project offices are alternatives for specific cases.
- 2
Get digital IDs
Each director needs a DIN and a Class 3 Digital Signature Certificate (DSC). Foreign directors use an apostilled passport; DINs for eligible proposed directors can be allotted through SPICe+.
- 3
Reserve the name and file SPICe+
Name approval plus the single SPICe+ form to the MCA, with the company's objects and NIC activity code. Include an India-resident director to meet Section 149(3).
- 4
Open the bank account and bring in capital
The foreign parent remits share capital through an AD bank (FIRC + KYC), and you file FC-GPR with the RBI within 30 days of share allotment.
- 5
Go live and stay compliant
Maintain an India-resident director (Section 149(3): 182 days or more in the financial year), obtain PAN/TAN through incorporation and register for GST as applicable, and keep up annual ROC, tax and FLA filings.
India entry options
Wholly Owned Subsidiary (WOS)
Preferred structure — Indian company with 100% foreign shareholding under the automatic route.
Branch Office
For established foreign companies undertaking permitted activities in India — RBI approval required.
Liaison Office
Representative office for market research, promotion and communication — no revenue activity.
Project Office
Temporary presence to execute a specific contract in India, backed by RBI approval.
For a representative-only presence, consider liaison office registration in India; for a specific Indian contract, review project office registration in India.
FDI, FEMA & FC-GPR
India permits 100% FDI under the automatic route in most sectors. Post-incorporation, inbound funds are reported to the RBI via the FIRMS portal, and every share allotment to a non-resident triggers an FC-GPR filing within 30 days. Annual reporting includes the Foreign Liabilities and Assets (FLA) return.
The route split is set by the FEMA (Non-debt Instruments) Rules, 2019 and the RBI Master Direction on Foreign Investment in India: the automatic route needs no prior approval, while the government (approval) route applies to capped or sensitive sectors. Separately, Press Note 3 requires prior government approval for investors from land-bordering countries, or where the beneficial owner is situated in such a country, regardless of sector; since May 2026, non-controlling land-border beneficial ownership of up to 10% in a third-country investor can use the automatic route (see Press Note 3 and the 2026 changes). Capital must reach the Indian company as an inward remittance through an AD Category-I bank, evidenced by a FIRC and KYC report, and the allotment is reported in FC-GPR within 30 days on the RBI FIRMS portal. Sector position is set out on our FDI entry routes and sector caps page, and the full year-one filing stack on the annual compliance calendar for a foreign subsidiary.
Directors, capital and documents
Section 149(3) of the Companies Act, 2013 requires at least one director resident in India — a person who stayed in India for 182 days or more in the financial year. Every proposed director needs a DIN (allotted through SPICe+) and a Class 3 DSC; foreign directors obtain the DSC against an apostilled passport. There is no minimum paid-up capital under the Act: you declare an authorised capital in the Memorandum and pay in only the paid-up capital the business needs, subject to FEMA pricing. Parent-company documents — board resolution, certificate of incorporation, charter and director IDs — must be apostilled (Hague Convention countries) or notarised and consularised otherwise. At filing you also select the correct NIC business-activity code, which drives the sectoral FDI cap, the MOA objects and later GST classification.
Comparing this against a branch, liaison or project office? See branch vs liaison vs project office vs subsidiary. For budget and lead time, see the cost and timeline of company setup in India, and for getting profits back out, profit repatriation from India.
Ongoing FEMA / RBI compliance (FC-GPR, FLA) and Form 145 (formerly Form 15CA) and Form 146 (formerly Form 15CB) certification for outward remittances are delivered by our sister firm SME Advisory. For NRI and OCI founders, our sister firm NRI Blueprint covers NRI founders — tax & FEMA planning on the personal side.
Tax comparison at a glance
| Structure | Legal status | Tax rate | Repatriation |
|---|---|---|---|
| WOS (Pvt Ltd) | Indian domestic company | ~25.17% under the Income-tax Act, 2025 (formerly section 115BAA of the 1961 Act) | Dividends: no DDT since FY 2020-21; section 393 of the Income-tax Act, 2025 (formerly section 195 of the 1961 Act) TDS at 20% plus surcharge and cess, or the lower DTAA rate |
| Branch Office | Extension of foreign parent | ~43.68% (foreign co rate) | Profits repatriable subject to RBI |
| Liaison Office | Not permitted to earn income | N/A | N/A |
| Project Office | Extension of foreign parent | ~43.68% on project income | Surplus on completion, with RBI approval |
Frequently asked questions
Can a foreigner register a company in India without visiting India?
Usually, yes. Incorporation through SPICe+ is online, documents are signed abroad and apostilled or attested, and digital signatures can be issued with remote verification. The step most likely to need extra effort is opening the company's bank account, where some banks ask authorised signatories for video KYC or an in-person visit.
What is the fastest way for a foreign company to enter India?
A Wholly Owned Subsidiary (WOS) under the automatic FDI route is the fastest and most flexible entry — incorporation via MCA SPICe+ in 10-15 working days, with FEMA reporting handled post-funding.
What is FC-GPR and when do I file it?
FC-GPR is the RBI form filed on the FIRMS portal within 30 days of allotting shares to a non-resident. It confirms inbound FDI and pricing compliance under FEMA.
How is a foreign subsidiary taxed?
An Indian subsidiary is a domestic company. Under the Income-tax Act, 2025 (formerly section 115BAA of the 1961 Act), most opt for a 22% base rate (~25.17% effective with surcharge and cess), subject to the concessional-regime conditions.
Do I need RBI approval to invest in India?
Most sectors permit 100% FDI under the automatic route — no prior RBI approval required. Sectors on the approval route (defence, some financial services, etc.) need DPIIT and government clearance.
Does an Indian subsidiary need a resident director?
Yes. Section 149(3) of the Companies Act 2013 requires at least one director who stayed in India for 182 days or more in the financial year. Foreign directors need a DIN and a Class 3 Digital Signature Certificate (DSC) before filing SPICe+.
Is there a minimum capital to register a company in India?
No. The Companies Act 2013 prescribes no minimum paid-up capital. You declare an authorised capital in the MOA and pay in only the paid-up amount you need; capital brought in by the foreign parent must arrive as an inward remittance with a FIRC and KYC from the AD bank.
Which investors are restricted by Press Note 3?
An investor from a country sharing a land border with India (China, Pakistan, Bangladesh, Nepal, Myanmar, Bhutan, Afghanistan), or whose beneficial owner sits in such a country, needs prior government approval under rule 6(a) of the FEMA (Non-debt Instruments) Rules, 2019, whatever the sector. Since Press Note 2 (2026 Series), effective 1 May 2026, a third-country investor with non-controlling land-border beneficial ownership of no more than 10% can use the automatic route, with reporting to DPIIT.Press Note 3 and the 2026 changes →
How can a foreigner register a company in India?
A foreign national or foreign company registers an Indian company (usually a wholly owned subsidiary) by obtaining a DSC and DIN for the directors, reserving the name and filing SPICe+ with the MCA, then bringing in capital through an AD bank and reporting the share allotment to the RBI via FC-GPR within 30 days of allotment. At least one director must be resident in India.
Can an NRI register a company in India?
Yes. An NRI or OCI can register a company in India and can be a director and shareholder. Investment on a repatriation basis is treated as foreign investment under FEMA: capital may come through an inward remittance or an eligible NRE/FCNR(B) account, and share allotment is reported to the RBI in FC-GPR within 30 days of allotment. Investment on a non-repatriation basis under Schedule IV is treated as domestic investment and does not require FC-GPR. At least one director must be resident in India.
Related guides
Last reviewed: July 2026 · Reviewed by CA Regi Tom Antony, Regi Tom Antony & Associates.
India Entry Checklist (PDF)
The documents and steps to register a company in India — for foreign companies, founders and NRIs. One page, no fluff.
What's inside: Documents for the parent company and directors, the SPICe+ registration steps, FC-GPR/RBI reporting and the year-one compliance list.
How we engage
Clear, scoped engagements — we quote a fixed fee once we understand your situation.
Company Setup Package
End-to-end incorporation: DSC and DIN, SPICe+, PAN/TAN/GST, bank account and FC-GPR reporting.
Request a proposalFirst-Year & Ongoing Compliance
ROC, statutory audit, GST, TDS, payroll and FEMA/FLA filings run for you on a retainer.
Request a proposalFEMA / RBI Cleanup
Fix overdue or missed filings — FC-GPR, the annual FLA return, FC-TRS and past-year reporting gaps.
Request a proposalPlanning your India entry?
Share your structure and timelines — we’ll suggest a workable path under FDI and FEMA.