A Hong Kong parent normally sets up a wholly owned private limited company. Plan first for the Press Note 3 approval, then the Indian steps: reserve the name, file SPICe+ with a resident director, open the bank account and receive the capital, allot shares within 60 days and file Form FC-GPR within 30 days of allotment. After the Indian approval is in hand, incorporation takes about two to three weeks; the approval, not the incorporation, is the long part. Foreign nationals can be directors, but at least one director must have stayed in India for 182 days or more in the previous year.
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Key facts
| Approval first | Press Note 3 approval for Hong Kong entities, as reported; plan months |
|---|---|
| Vehicle | Private limited company, minimum two directors and two shareholders |
| Form | SPICe+ with AGILE-PRO-S (GST, EPFO, ESIC, bank account, professional tax in one filing) |
| Resident director | At least one director resident in India for 182 days in the previous year |
| Names | Reserve through SPICe+ Part A; trademark conflicts and Hong Kong-style names need checking |
| After incorporation | INC-20A declaration of commencement within 180 days; auditor within 30 days; first board meeting within 30 days |
| Capital | Remit inward through a bank; allot shares within 60 days; FC-GPR within 30 days of allotment |
| Typical time | About two to three weeks after approval and documents are ready |
Steps in order
- Approval and sector check. Confirm the sector is open under FDI Policy and obtain Press Note 3 approval. See Press Note 3.
- Documents. Prepare and authenticate the Hong Kong documents. See Hong Kong documents.
- DIN and DSC. Each proposed director obtains a Director Identification Number and Digital Signature Certificate.
- Name and SPICe+. Reserve the name, file SPICe+ with the memorandum, articles, registered office proof and subscriber details.
- Certificate of incorporation. The Registrar issues the certificate, PAN and TAN, and GST, EPFO and ESIC registrations follow through the combined form.
- Bank account. Open the current account; the bank will ask for KYC of the Hong Kong parent and beneficial owners.
- Capital inflow and FC-GPR. Remit funds, allot shares within 60 days, file FC-GPR within 30 days of allotment. See funding and FEMA.
- Post-incorporation. Appoint the first auditor within 30 days, hold the first board meeting within 30 days, file INC-20A within 180 days, set up registers and payroll. See compliance calendar.
Timeline
| Stage | Typical time | Dependency |
|---|---|---|
| Press Note 3 approval | Months; 60-day target reported for specified manufacturing sectors | Ownership clarity, sector, security review |
| Documents authenticated | 1 to 3 weeks | Notary and apostille turnaround |
| DIN, DSC, name, SPICe+ | 1 to 2 weeks | Name approval and Registrar processing |
| Bank account and inward remittance | 1 to 3 weeks | Bank KYC of Hong Kong parent and owners |
| Share allotment and FC-GPR | Within 60 days and 30 days of allotment | Authorised dealer bank and valuation if needed |
Directors and the resident director
- A private company needs at least two directors. At least one must be resident in India, meaning 182 days or more in the previous financial year.
- Citizens of land-border countries need Ministry of Home Affairs clearance. Plan for it if any director holds a PRC passport.
- Foreign directors need a registered office address in India for the company, not their own.
- Appoint an Indian resident director early. A relocated manager or an adviser-nominated director are common routes.
Cost planning
Budget for professional fees, government fees, stamp duty by state, registered office, accounting and payroll. ₹10 lakh is about HK$83,000 at an indicative ₹12.07 per Hong Kong dollar (15 October 2026 interbank rate; check the live rate before remitting). See structure options for the entity choice.
After incorporation
- Declare commencement of business (INC-20A) within 180 days or face penalties and possible strike-off.
- Hold the first AGM within 6 months of the financial year end and file AOC-4 within 30 days and MGT-7 within 60 days of the AGM.
- Register for GST, professional tax and labour laws as needed.
- File FLA return by 15 July each year.
Official sources
Check the rules at the primary sources: Income Tax Department (India), Reserve Bank of India, Ministry of Corporate Affairs, Inland Revenue Department (Hong Kong), Companies Registry (Hong Kong) and the Ministry of External Affairs (India).
Frequently asked questions
How long does it take to set up an Indian company from Hong Kong?
After the approval and documents are ready, about two to three weeks for incorporation. The Press Note 3 approval is the long step.
What form is used to incorporate?
SPICe+ with AGILE-PRO-S, which also gives PAN, TAN, GST, EPFO and ESIC registrations where applicable.
Do I need a resident director?
Yes. At least one director must have stayed in India for 182 days or more in the previous financial year.
Can a Hong Kong company be the shareholder?
Yes, subject to the sector cap and Press Note 3 approval. A private limited company needs at least two shareholders.
When must shares be allotted after the money arrives?
Within 60 days of receipt. Form FC-GPR is due within 30 days of allotment.
When is the declaration of commencement due?
Form INC-20A within 180 days of incorporation, before starting business or using the subscription money.
Do directors need a DIN and DSC?
Yes. Each director needs a Director Identification Number and a Digital Signature Certificate.
Can a branch be used instead of a subsidiary?
Only with a large track record and Reserve Bank approval. See the structure options.
Related guides
Choosing an Indian Structure for a Hong Kong Parent: Private Limited, LLP, Branch, Liaison Office, Project Office and Joint Venture
Compare Indian structures for a Hong Kong company: wholly owned private limited company, LLP, branch, liaison and project office, and joint venture, with tax, approval, liability and exit points.
Read the guide →Funding Your Indian Subsidiary from Hong Kong: Equity, Preference Shares, External Borrowing and FEMA Reporting
How a Hong Kong parent can fund an Indian company: equity share and preference share pricing, 60-day allotment and FC-GPR rules, ECB, loans, FLA return, Press Note 3 and reporting through the authorised dealer bank.
Read the guide →Compliance Calendar: Indian Deadlines and the Hong Kong Filings They Feed
A month-by-month compliance calendar for an Indian subsidiary of a Hong Kong parent: TDS, GST, PF and ESI, advance tax, AGM, AOC-4, MGT-7, FLA return, approval conditions and the Hong Kong-side annual return and profits tax filings.
Read the guide →Hong Kong Documents for an Indian Subsidiary: Notary, Apostille or Consular Legalisation and Translation
How to prepare Hong Kong company and director documents for Indian filings: certified copies, notary public, Hong Kong apostille, when consular legalisation applies, translation and a checklist of documents.
Read the guide →Sources
Last updated 26 October 2026. General information only, not legal or tax advice. Indian and Hong Kong rules change often; confirm current requirements before acting.