A UK parent can usually incorporate an Indian private limited company in 4 to 6 weeks once the apostilled documents are ready, and be fully operational within 12 weeks. The sequence is fixed: confirm the sector rules, legalise the UK papers, obtain digital signatures and DINs, reserve the name and file SPICe+, open the bank account, send the capital, allot shares within 60 days, and report to the RBI within 30 days of allotment.
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Key facts
| Entity | Private limited company under the Companies Act, 2013, wholly owned by the UK parent where the sector allows 100% FDI |
|---|---|
| Minimum people | Two directors (at least one resident in India, for 182 days or more in the year) and two shareholders; the second shareholder can be a UK nominee or another group company |
| Main filing | SPICe+ (integrated incorporation form) with the MoA, AoA and linked PAN, TAN and registrations |
| Travel | Not needed: the process runs online with apostilled documents and digital signatures |
| RBI | Shares allotted within 60 days of receiving funds; Form FC-GPR within 30 days of allotment |
| Commencement | Declaration of commencement (INC-20A) within 180 days of incorporation |
| Typical timeline | 4 to 6 weeks to incorporate from complete documents; about 12 weeks to bank, payroll and first filings |
The plan, week by week
| Week | Step | Who | Output |
|---|---|---|---|
| 0 | Confirm the sector against the FDI Policy; choose the structure and the Indian directors | Parent and adviser | Decision note and shareholder plan |
| 0 to 3 | Prepare, notarise and legalise the UK documents | Parent | Apostilled set |
| 1 to 2 | Apply for Digital Signature Certificates and Director Identification Numbers | Directors and adviser | DSCs and DINs |
| 2 to 3 | Propose the company name; draft the MoA and AoA; confirm the registered office | Adviser | Name approval and drafts |
| 3 to 4 | File SPICe+ with the linked applications | Adviser | Certificate of Incorporation with CIN, PAN, TAN |
| 4 to 5 | Open the bank account; pass the first board resolutions; appoint the first Auditor | Directors | Bank account and first minutes |
| 5 to 6 | Remit the share capital from the UK; allot shares within 60 days of receipt | Parent and board | Allotment and share certificates |
| 6 to 8 | File Form FC-GPR on the RBI portal with the valuation and a Company Secretary certificate; file INC-20A | Adviser | RBI acknowledgement; commencement filing |
| 8 to 12 | Register for GST, provident fund, ESI and professional tax where needed; set up payroll and books | Adviser and HR | Operational compliance |
What happens in each stage, and what the UK parent should expect
- Pre-checks: a UK company can own up to 100% in most sectors under the Automatic Route. A few sectors have caps, conditions or need approval, so check before choosing a business description.
- Directors: the Resident Director can be an Indian professional, a UK colleague who spends 182 days in India or an adviser-nominated director. See structure options for the trade-offs.
- Name and filing: the name is approved on the MCA portal and the filing is made with a physical registered office address in India. A coworking space works if the owner gives consent and the utility proof is acceptable.
- Beneficial ownership: the subsidiary must record and disclose significant beneficial owners of the parent. Have the parent's PSC register and ownership chart ready.
- Bank account: the bank will ask for the UK parent's documents, ultimate owner details and the board resolution, and often for a call with a UK director.
- Capital: send funds from the parent's UK bank account only, in sterling or another permitted currency, with the right purpose code on the remittance.
The first 90 days after incorporation
- Appoint the first Auditor within 30 days of incorporation and file the notice.
- File INC-20A within 180 days and before starting business.
- Complete the FC-GPR filing on time. Late filing needs a late submission fee or compounding.
- Register for GST where turnover or the nature of supply requires it, and for provident fund and ESI once staff are hired.
- Put the intercompany services agreement in place before the first invoice. See transfer pricing.
- Set up the monthly reporting pack that your UK finance team needs.
Cost and how to avoid delay
Cost has three parts: government fees and stamp duty (these vary by state and authorised capital), professional fees for the incorporation and filings, and the ongoing cost of accounting, audit and compliance. AU Corporate's indicative setup fee for share capital up to ₹10 lakh (about £7,900 at an indicative ₹126.9 per pound in mid-October 2026) is USD 750 to 1,000, and the full costing depends on your plan. Delay almost always comes from three things: UK documents started late, mismatched names across papers, and funds sent before the bank account and board resolution are ready.
Official sources
Check the rules at the primary sources: Income Tax Department (India), Reserve Bank of India, Ministry of Corporate Affairs, HMRC, Companies House and the UK legalisation service for apostilles.
Frequently asked questions
How long does it take to incorporate an Indian subsidiary from the UK?
About 4 to 6 weeks from complete documents, mostly depending on name approval and the Registrar. The overall project to a working bank account, payroll and first filings usually takes around 12 weeks.
Do UK directors have to travel to India to incorporate?
No. The incorporation runs online. Directors need Digital Signature Certificates and identity papers that are notarised and apostilled, but nobody has to travel.
How many directors and shareholders does an Indian private company need?
At least two directors, one of whom must be resident in India, and at least two shareholders. In a wholly owned subsidiary the second shareholder is usually a nominee or group company.
How soon must shares be allotted after funds arrive from the UK?
Within 60 days of receiving the money, otherwise the funds generally have to be refunded and a delay needs RBI approval. Form FC-GPR is due within 30 days of allotment.
What is INC-20A and when is it due?
The declaration of commencement of business, filed within 180 days of incorporation by a company that has issued shares, confirming that subscribers have paid for them.
Does the UK parent need a registered office in India?
The subsidiary does. The registered office is a physical address in India, and it can be a serviced office if the owner consents and the documents are in order.
Related guides
Documents a UK Parent Needs for an Indian Subsidiary: Companies House Papers, Notarisation and the Apostille
The documents a UK company needs to incorporate an Indian subsidiary, how Companies House papers, notarisation and the UK apostille work, and the mistakes that cost weeks.
Read the guide →Funding an Indian Subsidiary from the UK: Instruments, Pricing Floor, Valuation and RBI Reporting
How a UK parent puts money into an Indian subsidiary legally: equity, convertible preference shares and loans, the fair-value pricing floor, the 60-day allotment rule and Form FC-GPR.
Read the guide →Choosing an Indian Structure as a UK Company: Subsidiary, Branch, Liaison Office, LLP or Employer of Record
How a UK company should choose between an Indian subsidiary, branch, liaison office, LLP or Employer of Record, and whether to hold it directly or through an intermediate company.
Read the guide →The Compliance Calendar for a UK-Owned Indian Subsidiary, Month by Month, with the UK Parent's Dates Beside It
A month-by-month compliance calendar for an Indian subsidiary: GST, TDS, provident fund, advance tax, AGM, ROC and RBI filings, mapped against the UK parent's Companies House and HMRC dates.
Read the guide →Sources
Last updated 19 October 2026. General information only, not legal or tax advice. Indian and UK rules change often; confirm current requirements before acting.