Chartered Accountants◆Practising since 2016

India rules · all investors

Set-up Cost: India rules for foreign companies

CA Utsav Dogra, Chartered Accountant, ICAI M. No. 542375

Set-up costs are modest compared with running costs. The larger first-year spend is usually people, premises and the recurring compliance that starts from incorporation, whether or not the company has revenue.

Planning the first-year budget

Set-up costs are modest compared with running costs. The larger first-year spend is usually people, premises and the recurring compliance that starts from incorporation, whether or not the company has revenue.

Government fees and stamp duty depend mostly on the authorised capital and the state of the registered office. Setting authorised capital at a sensible level avoids paying for headroom that may never be used, while leaving room for the first capital increase.

Running costs include monthly accounting and payroll, GST and TDS filings, the statutory audit, annual company and RBI returns and, where there are transactions with the parent, transfer pricing documentation. These are predictable and can be fixed in an annual engagement.

Budget lines

ItemWho it is paid to
foreign notary, legalisationforeign providers
Government fees and stamp dutyMCA and the state
Professional feesIndian advisers
Accounting, payroll, GST, audit, filingsMonthly and annual, from incorporation
Share capitalStays in the Indian company

Checklist

  • Home-country notary, legalisation and translation
  • Government fees and stamp duty by state
  • Professional fees for incorporation
  • Office or registered-office arrangement
  • Monthly compliance and annual audit
  • Capital to fund the first year

Common mistakes

  • Budgeting only for incorporation
  • Setting authorised capital far above need
  • Ignoring the cost of transfer pricing documentation
  • Under-capitalising and relying on parent loans

How this applies to your country

Our service: Indian subsidiary incorporation

Questions

Do fees depend on the share capital?

Government fees and stamp duty rise with authorised capital and vary by state.

Is there a cost to keep a dormant company?

Yes. Annual filings, audit and tax returns continue even without business.

Is share capital an expense?

No. It is the parent's investment and remains on the Indian company's balance sheet.

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