How to Register a Company in India: Step-by-Step Guide (2026)

Every new company in India — including a foreign company setting up its first Indian subsidiary — is now incorporated through a single route: SPICe+ on the Ministry of Corporate Affairs' V3 portal. The process is straightforward once you know the sequence. Here is exactly what happens, step by step, to register a foreign company in India as a Wholly Owned Subsidiary.

Before you start: confirm your structure and route

Most foreign investors incorporate a Wholly Owned Subsidiary rather than a Branch, Liaison or Project Office, since it is a separate Indian company that is taxed domestically and gives full operational control. Before filing anything, confirm the sectoral FDI position for your specific business activity — whether it falls under the automatic route (no prior approval, the default for most sectors) or requires government approval first — since this determines both your timeline and your documentation. If you will not be raising equity funding and want lighter compliance instead, an LLP may be a better fit than a private limited company — see our LLP registration guide for when FDI into an LLP is permitted.

FDI automatic route vs government approval route

Over 90% of FDI into India flows through the automatic route, meaning no prior approval from the government or the RBI is needed — most sectors, including IT and software services, most manufacturing, and e-commerce marketplaces (subject to conditions), fall here. A smaller set of sectors sit under the government approval route instead, where the investment needs sign-off before it can proceed — defence (above 74% FDI), print media (above 26%), digital media (capped at 26%), and multi-brand retail trading are among the more commonly encountered examples. Separately, under Press Note 3 of 2020, any investment from an entity based in a country that shares a land border with India requires government approval regardless of sector. Government-route applications are filed through the FIFP portal and typically take around 8 to 10 weeks to process, longer for defence and media specifically — confirming your sector's position before you file is what determines whether your timeline is measured in days or months.

Documents required to register a company in India

Before you file anything, gather:

• Identity proof (passport, for a foreign national) and address proof for every proposed director and subscriber.
• A passport-size photograph for each director.
• Proof of your registered office — a rent agreement or lease deed (or sale deed, if owned), plus a signed No Objection Certificate from the property owner.
• A recent utility bill (electricity, water or telephone, not older than two months) for the registered office address.
• Digital Signature Certificates and Director Identification Numbers, obtained as the first step of the process itself.

For foreign directors and shareholders specifically, identity and address documents typically also need to be apostilled — or notarised and consularised, for non-Hague Convention countries — before they are accepted. See our resident director requirement guide for the full document list that applies to a foreign or NRI director.

Step 1: Digital Signature Certificates (DSC)

Every proposed director and subscriber needs a Digital Signature Certificate to sign the incorporation filings electronically. For foreign directors, this typically means completing identity verification remotely with a licensed certifying authority — it is usually the first document in the pipeline because nothing else can be digitally filed without it.

Step 2: Name reservation — SPICe+ Part A

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is filed in two parts. Part A reserves your company name, checked against Ministry of Corporate Affairs naming guidelines for availability and compliance. With no objections raised, name approval typically takes 1 to 3 working days.

Step 3: Prepare and apostille director and shareholder documents

In parallel with name reservation, the required documents for foreign directors and shareholders — identification, proof of address, board resolutions, powers of attorney — need to be notarised and apostilled in your home country if it is a member of the Hague Apostille Convention (most are; embassy legalisation applies only for non-member countries). This step, done through your own country's authorities, is usually the single biggest source of delay, since it depends on a process outside India entirely. Starting it as early as possible, in parallel with the MCA filings, is the most reliable way to keep the overall timeline short.

Step 4: Incorporation filing — SPICe+ Part B

Part B is the substantive incorporation filing: the Memorandum and Articles of Association, director and subscriber details, and registered office proof, submitted along with linked forms — AGILE-PRO-S and INC-9 — that bundle in applications for PAN, TAN, GST registration, EPFO and ESIC in the same filing. The form must be digitally certified by a practising Chartered Accountant, Company Secretary, Cost Accountant or Advocate, who verifies the documents and contents before it is submitted. With documents in order, Part B typically takes 3 to 7 working days to process.

Registered office proof: what actually counts

The Ministry of Corporate Affairs accepts a rent agreement or lease deed (in the company or a director's name, on appropriately stamped paper) or a sale deed if the premises are owned, together with a signed No Objection Certificate from the property owner and a utility bill for the address dated within the last two months. A virtual office is treated identically — the same three documents are required, but a reputable virtual office provider typically arranges all three for you rather than you sourcing them separately, which is why virtual offices have become a common, fully compliant registered-office option for founders who do not yet need physical premises.

Is GST registration mandatory when you incorporate?

Not automatically — GST registration becomes mandatory once your aggregate turnover crosses ₹40 lakh for goods or ₹20 lakh for services (₹20 lakh for both, in India's special category states), or immediately regardless of turnover if you operate as an e-commerce operator or seller, or otherwise fall under one of the categories requiring compulsory registration. In practice, many companies register for GST voluntarily from incorporation regardless of the threshold, since B2B customers commonly expect a GST-registered counterparty and it simplifies invoicing once revenue starts.

Step 5: Certificate of Incorporation

Once the Registrar of Companies is satisfied, your Certificate of Incorporation is issued — most companies receive it within 7 to 10 working days of filing Part B, when documentation is complete and correct. PAN and TAN are issued alongside it, since they are bundled into the same SPICe+ filing.

Step 6: Bank account and receiving foreign investment

With the Certificate of Incorporation, PAN and registered office in place, you can open a corporate bank account and bring in your foreign investment. Shares issued to a non-resident investor need to be priced in line with RBI's prescribed valuation methodology, typically via a SEBI-registered merchant banker or Chartered Accountant.

Step 7: FEMA reporting — do not miss this deadline

Once shares are allotted to the foreign investor, Form FC-GPR must be filed with the RBI through the FIRMS portal within 30 days. This is one of the most commonly missed post-incorporation steps, since it falls after the excitement of incorporation itself — but it is a hard regulatory deadline, not a formality.

How long does the whole process actually take?

Adding it up: name reservation (1–3 working days) plus incorporation filing (3–7 working days) gives a Certificate of Incorporation within roughly 7 to 10 working days of a clean SPICe+ Part B filing. In practice, most foreign-promoted companies complete the full process — including apostille and document preparation before filing even begins — within 2 to 3 weeks, since apostille turnaround in your home country is usually what determines the real-world timeline, not MCA processing itself.

Common mistakes that add weeks to the timeline

Starting apostille too late. Since this step runs through your home country's authorities, not India's, it cannot be expedited from the Indian side once it is underway — start it the moment you have decided to incorporate, not after your name is approved.

Naming conflicts. A proposed name too similar to an existing company, trademark, or one that requires additional government approval (certain words are restricted) sends Part A back for revision. Checking availability properly before filing avoids this.

Missing the resident director requirement. Every Indian company needs at least one director resident in India for 182 days or more in the financial year, under Section 149(3) of the Companies Act — easy to overlook if your entire board is based overseas. See our complete guide to the resident director requirement for how foreign companies typically satisfy it.

FAQs: registering a company in India