Can a foreigner start a company in India?

Foreign nationals can participate in an Indian company subject to applicable company law, sectoral rules, investment routes and documentation requirements.

Can a foreign company establish a wholly owned subsidiary?

Yes, in the large majority of sectors. Where 100% FDI is permitted under the automatic route for your business activity, you can incorporate a Wholly Owned Subsidiary — an Indian private limited company (minimum two shareholders) in which your foreign parent holds the entire shareholding, directly or through group entities. It's treated as a domestic Indian company for tax and FEMA purposes despite being fully foreign-owned, which means it can access India's concessional 22% or 15% corporate tax rates — a meaningful advantage over a Branch Office, which is taxed at 35%. A smaller set of sectors either cap foreign ownership below 100% or require government approval, which is one of the first things we check for any prospective client.

Do I need an Indian resident director for my subsidiary?

Yes. Under Section 149(3) of the Companies Act, 2013, every Indian company — including a wholly owned subsidiary with 100% foreign shareholding — must have at least one director who has stayed in India for a total of 182 days or more during the financial year. It's a cumulative count, not a single continuous stay, but if your board is entirely foreign directors who only visit occasionally, this requirement is easy to miss and carries real penalties for non-compliance. Most foreign-owned companies satisfy it by appointing a professional resident/nominee director alongside their own board.

What documents are required to register a company?

Requirements vary by structure, but for foreign directors and shareholders commonly include a passport, proof of address, a signed consent to act as director, and a board resolution authorising the Indian investment. Documents executed outside India typically need to be notarised and apostilled, and constitutional documents plus proof of a registered office are required for the Indian entity itself.

What is a Digital Signature Certificate (DSC) and Director Identification Number (DIN)?

A DSC is required to digitally sign incorporation filings with the Ministry of Corporate Affairs, and a DIN is a unique identifier every director of an Indian company must hold. Both are obtained as part of the incorporation process, including for foreign directors.

Can an NRI register a company in India?

Yes. NRIs can register and hold shares in an Indian company, subject to the same company law, FEMA and sectoral investment rules that apply to other participants, alongside any NRI-specific reporting requirements.

How long does incorporation take?

With your documentation in order — director and shareholder KYC, name approval, and any documents apostilled in your home country — a Wholly Owned Subsidiary can typically be incorporated within 2 to 3 weeks. The Digital Signature Certificate, Director Identification Number, name reservation and the SPICe+ incorporation filing (which bundles PAN, TAN and other registrations into one form) all move through a largely digitised Ministry of Corporate Affairs process. In practice, the most common cause of delay isn't government processing — it's documents held up in notarisation or apostille back home, so we usually start that process in parallel with everything else.

How much does it cost to register a company in India?

Cost depends on the structure you choose, professional and government fees, and the scope of ongoing support you need. We provide a clear estimate once we understand your specific plans.

What is the difference between a subsidiary and a Branch Office?

A subsidiary is a separate Indian company. A branch office is an extension of the foreign company and operates within permitted activities.

What's the difference between a Liaison Office, Branch Office and Project Office?

A Liaison Office can only act as a communication channel for the parent company and cannot generate income in India — all costs are met through inward remittances. A Branch Office can carry out most of the parent company’s business activities and generate local revenue, but generally cannot manufacture directly. A Project Office is set up to execute a specific contract awarded to the foreign company by an Indian entity, with activities tied to that project. All three require approval from an RBI-authorised bank.

What are the eligibility requirements for a Branch Office or Liaison Office in India?

Both require prior approval from an RBI-authorised bank, and both are judged on the parent company's track record. A Branch Office needs a profit-making record for the 5 financial years immediately before applying, plus a net worth of at least US$100,000. A Liaison Office has a lower bar — a 3-year profit-making record and a net worth of at least US$50,000 — but in exchange it can only act as a communication channel; it cannot sign contracts, invoice customers or earn any income in India. A Liaison Office's registration is also time-limited (3 years, renewable, or 2 years for NBFCs and construction/development entities), while a Branch Office has no fixed tenure. A Wholly Owned Subsidiary has no home-country track record requirement at all, which is one reason many first-time investors prefer it over a Branch Office.

What FEMA or RBI reporting is required after receiving foreign investment?

Indian companies receiving foreign investment must report it to the RBI through the FIRMS portal — specifically, Form FC-GPR within 30 days of allotting shares to a foreign investor. Every company that has received FDI (or made an overseas investment) also has to file an annual FLA (Foreign Liabilities and Assets) return by 15 July each year, regardless of whether there was any fresh investment or transaction during the year. Shares issued to a non-resident investor also need to be priced in line with RBI's valuation methodology, typically via a SEBI-registered merchant banker or Chartered Accountant. Ongoing requirements depend on your specific investment structure and any later transactions.

Does my Indian company need GST registration?

Most companies supplying goods or services in India need GST registration, generally once turnover crosses the applicable threshold, or immediately for certain categories of supply. We assess this as part of your incorporation and compliance planning.

What is GST and what rate will apply to my business in India?

GST (Goods and Services Tax) is India's unified indirect tax on the supply of goods and services. Since the GST 2.0 reform took effect on 22 September 2025, the structure has run on three main slabs instead of four: 0% on essentials like fresh food staples and healthcare, 5% on commonly used goods and services, and 18% as the standard rate covering most consumer durables and services — a separate 40% slab applies only to luxury and "sin" goods like high-end vehicles and tobacco. Which slab applies depends on how your specific goods or services are classified.

What are PAN and TAN, and why does my India entity need them?

PAN (Permanent Account Number) is the tax identification your Indian company needs for banking, tax filings and most financial transactions. TAN (Tax Deduction and Collection Account Number) is required if your company deducts or collects tax at source, such as on salaries or vendor payments. Both are obtained as part of incorporation.

What's the difference between the FDI automatic route and the government route?

Most sectors in India allow up to 100% foreign investment under the automatic route, which needs no prior government approval — you invest and report it to the RBI afterwards. A smaller set of sensitive or strategic sectors require the government approval route instead, filed through the National Single Window System. Which route applies depends on your specific sector and the extent of foreign ownership.

Is there a minimum capital requirement to register a company in India?

No. India removed the minimum paid-up capital requirement for private limited companies in 2015, so there's no minimum amount you need to invest to incorporate. A minimum authorised share capital is still declared in the incorporation documents, but this is a formality rather than funds you need to hold upfront.

What corporate tax rate will my India business pay?

It depends on the structure. A Wholly Owned Subsidiary is taxed as a domestic Indian company — 30% by default, or 22% under the concessional Section 115BAA regime (effective ~25.17% after surcharge and cess, with no exemptions or deductions available), or as low as 15% under Section 115BAB (effective ~17.16%) for new manufacturing companies incorporated after 1 October 2019. A Branch Office, by contrast, is taxed as a foreign company at 35% (reduced from 40% from FY 2024–25 onward) since it isn’t a separate Indian legal entity. An LLP pays a flat 30%, with no access to either concessional regime. This tax gap is one of the clearest financial reasons most long-term investors choose a subsidiary over a branch.

Does India offer incentives for setting up manufacturing?

Yes, a substantial package. The Production Linked Incentive (PLI) scheme pays eligible manufacturers a direct cash incentive of 4%–18% on incremental sales across 14 priority sectors — electronics, pharmaceuticals, auto components, textiles, solar PV, batteries and more — with a combined outlay of roughly ₹1.97 lakh crore (~US$23 billion). Electronics and semiconductor manufacturing have their own dedicated schemes, including fiscal support of up to 50% of project cost for fabs and assembly/testing facilities under the Semicon India Programme. New manufacturing companies also qualify for the 15% concessional tax rate under Section 115BAB, and units in one of India’s 276 operational Special Economic Zones get duty-free imports and zero-rated GST on inputs. Eligibility and rates vary significantly by sector, so we typically run a dedicated incentive-mapping exercise as part of structuring any manufacturing entry.

Can profits be repatriated from India to a foreign parent company?

Yes. Dividends are freely repatriable once the applicable withholding tax is deducted, and the rate can often be reduced under India's tax treaties. Repatriating dividends doesn't need prior RBI approval, but does require standard documentation, including a Chartered Accountant's certificate.

Does India have tax treaties that reduce withholding tax on repatriated profits?

Yes. India has Double Taxation Avoidance Agreements (DTAAs) with more than 90 countries, one of the more extensive treaty networks among major economies. A DTAA typically reduces the withholding tax rate on dividends (often to 5%–15%, depending on the treaty and shareholding threshold), interest (typically 10%–15%) and royalties, compared to India's domestic rates. To claim treaty benefits you generally need a Tax Residency Certificate from your home tax authority, a Form 10F self-declaration, and an Indian PAN. Because the treaty position varies by jurisdiction — and can be affected by anti-abuse rules like the Principal Purpose Test — the choice of holding company jurisdiction is worth reviewing before you incorporate, not after.

Do foreign directors need a visa to visit or work in India?

It depends on the role. Directors in an operational or remunerated position generally need an Employment Visa, while non-executive or advisory directors may only need a Business Visa. Anyone staying in India beyond the permitted period must also register with the FRRO (Foreigners Regional Registration Office).

Can AU Corporate provide support after incorporation?

Yes. The same team can support accounting, tax, payroll, FEMA, compliance and practical business operations after setup.

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Compliance guide

Resident Director Requirement in India: A Complete Guide for Foreign Companies

Of all the requirements that catch foreign boards off guard when setting up in India, this is the most common — and the easiest to fix, once you understand what it actually asks for.

What Section 149(3) requires

Under Section 149(3) of the Companies Act, 2013, every company incorporated in India — including a Wholly Owned Subsidiary with 100% foreign shareholding — must have at least one director who has stayed in India for a total of 182 days or more during the financial year. It applies regardless of ownership: a company that is entirely foreign-owned is not exempt.

The 182-day count is cumulative across the financial year, not a single continuous stay. A director who splits their time across several visits, provided the total reaches 182 days, satisfies the requirement.

Why this catches foreign boards by surprise

Most other incorporation requirements — documents, filings, fees — are visible upfront, in a checklist. This one is different: it is a standing condition on your board's composition for every financial year going forward, not a one-time box to tick at incorporation. A board made up entirely of directors who visit India occasionally, without anyone crossing the 182-day threshold, is out of compliance even if the company itself is otherwise running smoothly — and it is easy not to notice until an audit or filing flags it.

Your three options for compliance

1. An existing team member who relocates or spends extended time in India. If someone on your team is already planning to be based in India for the majority of the year — running local operations, for instance — appointing them as a director is often the simplest route, provided their actual time in India reliably clears 182 days.

2. A promoter or shareholder who personally meets the residency test. Some founders and investors are able to structure their own time in India to satisfy the requirement directly, particularly in the early, hands-on phase of a subsidiary's operations.

3. A professional resident or nominee director. Where neither of the above is practical — most commonly when the entire board is genuinely overseas and only visits India occasionally — foreign companies typically engage a professional resident director alongside their own board.

How a nominee resident director arrangement actually works

A professional resident director is appointed to the board specifically to satisfy the residency requirement, under a service agreement between the company and the individual or firm providing the service. A few things are worth understanding before entering into one:

Fiduciary duty runs to the Indian company, not to you. Once appointed, a resident director owes duties to the Indian company under Section 166 of the Companies Act — the same as any other director. They cannot act as a mere conduit for the wishes of the parent company; where the interests of the Indian company and the appointing shareholder diverge, the director is legally required to give primacy to the company's interests.
The arrangement is typically structured to keep your control intact. A well-drafted service agreement defines the resident director's limited role (satisfying the residency requirement, attending board meetings as needed) and gives the company the ability to remove and replace them at its discretion — while still respecting the statutory duties above.
Cost varies by scope, but professional resident director services in India typically run in the range of ₹1.5–3 lakh a year (roughly US$1,800–3,600), depending on the level of involvement and the provider. Get a specific quote based on your structure rather than assuming a flat rate.

Penalties for non-compliance

Failing to maintain a resident director carries real penalties — from ₹50,000 up to ₹500,000 — under the Companies Act. Beyond the direct financial penalty, non-compliance can also complicate routine filings and create friction during due diligence or fundraising, since it is a basic governance requirement that investors and auditors specifically check for.

Frequently asked questions

Does the resident director need to be an Indian citizen? No — nationality is not the test. A foreign national who spends 182 days or more in India in the financial year can satisfy the requirement; residency, not citizenship, is what Section 149(3) measures.

Can one resident director serve on multiple company boards? Yes, subject to the Companies Act's general limits on the number of directorships an individual may hold — this is one reason professional resident director services can serve several client companies at once.

What happens if our resident director falls short of 182 days in a given year? The company falls out of compliance for that financial year and becomes exposed to the penalties above — it is worth tracking days proactively rather than discovering a shortfall at year-end.