Incorporation: India rules for foreign companies

What happens at each stage

Incorporation is filed online with the Ministry of Corporate Affairs through SPICe+. Part A reserves the name; Part B carries the memorandum and articles, director details, the registered office and the linked AGILE-PRO-S form, which applies for GST, provident fund, employee insurance and, in some states, professional tax. PAN and TAN are issued with the certificate of incorporation.

Each director needs a digital signature certificate and a director identification number, applied for within the same filing for new directors. Foreign directors complete a video verification for the digital signature, so their availability across time zones matters.

After the certificate, the company opens its bank account, receives the subscription money from the parent, holds its first board meeting, appoints the first auditor within 30 days, issues shares in demat form and files the declaration of commencement of business within 180 days. The foreign investment is reported to the RBI in Form FC-GPR within 30 days of allotment.

The steps

1. 1

   Documents

   Registry extract or certificate of incorporation, constitution and resolution; apostille or consular legalisation, depending on the country.

2. 2

   Signatures and IDs

   Digital signatures and director identification numbers for each director.

3. 3

   Name and incorporation

   Name reserved and company incorporated in the same SPICe+ filing.

4. 4

   Bank and capital

   Account opened; the parent remits foreign currency, converted to rupees.

5. 5

   Shares and reporting

   Shares allotted within 60 days, demat issue, FC-GPR within 30 days of allotment.

6. 6

   First 180 days

   First auditor within 30 days, INC-20A, GST and payroll registrations as needed.

Checklist

• Two or more name options checked against trademarks
• Digital signatures for every director and subscriber
• Registered office proof and owner's consent
• Memorandum and articles finalised
• Bank onboarding started
• First board meeting agenda prepared

Common mistakes

• Choosing a name too close to an existing company or trademark
• Using a registered office without a utility bill in the owner's name
• Forgetting the 30-day window for the first auditor
• Filing INC-20A before the capital has been received

How this applies to your country

• USA to India en-US
• UK to India en-GB
• Japan to India en-JP
• Germany to India en-DE
• Singapore to India en-SG
• Australia to India en-AU
• China to India en-CN
• Hong Kong to India en-HK
• Russia to India en-RU
• Spain to India en-ES
• France to India en-FR
• UAE to India en-AE

Our service: Indian subsidiary incorporation