A Russian parent normally sets up a wholly owned private limited company. Because Press Note 3 does not apply to Russia as such, the work starts with checking the sector, the ownership chain and sanctions exposure, then the standard Indian steps: reserve the name, file SPICe+ with a resident director, open the bank account, receive the capital, allot shares within 60 days and file Form FC-GPR within 30 days of allotment. Incorporation takes about two to three weeks from complete documents, but bank onboarding can take longer. At least one director must have stayed in India for 182 days or more in the previous year.
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Key facts
| Checks first | Sector and cap; ownership chain and any land-border beneficial owners; sanctions screening |
|---|---|
| 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; check trademarks and transliteration |
| 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 for incorporation; bank onboarding often longer |
Steps in order
- Sector and ownership check. Confirm the FDI cap and map the ownership chain to natural persons. See FDI rules for Russian companies.
- Sanctions and banking plan. Screen the group and plan the funding route. See sanctions and payments.
- Russian clearance. Obtain the Bank of Russia approval or confirm the threshold position. See Russian parent obligations.
- Documents. Authenticate and translate. See documents and apostille.
- 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.
- Bank account and capital. Open the current account, receive funds, allot shares within 60 days and file FC-GPR within 30 days of allotment. See funding and FEMA.
- Post-incorporation. Appoint the auditor and hold the first board meeting within 30 days, file INC-20A within 180 days. See compliance calendar.
Timeline
| Stage | Typical time | Dependency |
|---|---|---|
| Ownership and sanctions review | 1 to 3 weeks | Quality of ownership information |
| Russian clearance | Depends on amount and approval route | Bank of Russia and counsel |
| Documents authenticated and translated | 1 to 3 weeks | Notary, apostille and translation turnaround |
| DIN, DSC, name, SPICe+ | 1 to 2 weeks | Name approval and Registrar processing |
| Bank account and inward remittance | 2 to 8 weeks | Bank due diligence on a Russian-owned customer |
| 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.
- 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 RUB 845,000 at an indicative ₹1.18 per rouble (27 October 2026 market 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 the 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, Federal Tax Service (Russia), Bank of Russia and the Ministry of External Affairs (India).
Frequently asked questions
How long does it take to set up an Indian company from Russia?
Incorporation takes about two to three weeks from complete documents, but bank onboarding for a Russian-owned company can take longer.
Does a Russian company need government approval in India?
Not under Press Note 3 as such, because Russia does not share a land border with India. Approval applies only in sectors or above caps that need it for any foreign investor.
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.
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.
Can a branch be used instead of a subsidiary?
Only with a large track record and Reserve Bank approval. See the structure options.
Will the bank open an account for a Russian-owned company?
Often, after enhanced due diligence. Prepare ownership, source of funds and a business plan.
Related guides
Choosing an Indian Structure for a Russian Parent: Private Limited, LLP, Branch, Liaison Office, Project Office and Joint Venture
Compare Indian structures for a Russian company: wholly owned private limited company, LLP, branch, liaison and project office, and joint venture, with tax, approval, liability, sanctions and exit points.
Read the guide →Funding Your Indian Subsidiary from Russia: Equity, Preference Shares, External Borrowing, FEMA Reporting and the Remittance Route
How a Russian parent can fund an Indian company: equity and preference share pricing, 60-day allotment and FC-GPR rules, ECB, loans, FLA return, the remittance route through banks acceptable to India and Russian clearance.
Read the guide →Compliance Calendar: Indian Deadlines and the Russian Filings They Feed
A month-by-month compliance calendar for an Indian subsidiary of a Russian parent: TDS, GST, PF and ESI, advance tax, AGM, AOC-4, MGT-7, FLA return, sanctions reviews and the Russian-side reporting that depends on Indian numbers.
Read the guide →Russian Documents for an Indian Subsidiary: Notary, Apostille, Certified English Translation and Delivery to India
How to prepare Russian company and director documents for Indian filings: both countries are parties to the Apostille Convention, which authority issues the apostille, notarised English translations, validity, checklist and common pitfalls.
Read the guide →Sources
Last updated 26 October 2026. General information only, not legal or tax advice. Indian and Russian rules change often; confirm current requirements before acting.