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Last updated: 25 August 2026 — prepared by AU Corporate's taxation and regulatory compliance practice.
Company registration in India for a foreign parent generally means incorporating a Private Limited Company (a wholly owned subsidiary) through the Ministry of Corporate Affairs' SPICe+ filing: obtain a Digital Signature Certificate and Director Identification Number for the proposed directors, reserve a name, file the SPICe+ incorporation form along with the constitutional documents, and receive the Certificate of Incorporation, PAN, TAN and GST registration (where applicable) as part of the same filing. Most foreign-owned entities entering under the Automatic Route can expect incorporation itself to move within roughly 4-6 weeks, rising to 8-12 weeks where the investment falls under the Government Approval Route; the full path from entity selection through a working bank account and initial compliance setup typically takes around 8-12 weeks end to end. The sections below walk through each stage in order, including the FDI eligibility question, the exact document set a foreign director needs, and what has to happen after incorporation to stay compliant.
Next: Regulatory CompliancePlanning a foreign-owned subsidiary?
Our dedicated foreign subsidiary and WOS guide connects incorporation with FDI, banking, tax, accounting, ongoing compliance and eventual exit.
In practice, yes — “company registration,” “company incorporation” and “company formation” are used interchangeably in India, and all three refer to the same MCA filing process that ends with a Certificate of Incorporation. “Incorporation” is the more precise legal term (it's the word the Companies Act, 2013 itself uses for the act of forming the company), while “registration” and “formation” are the more common phrases in everyday and search usage, partly because the same SPICe+ filing also completes several registrations at once — PAN, TAN, GSTIN, EPFO and ESIC — alongside the incorporation itself. This guide uses all three terms as synonyms throughout, matching how they're actually used by founders, CFOs and advisors.
The default vehicle for most foreign investment — a separate legal entity with limited liability, minimum two shareholders, and full operating flexibility.
A hybrid structure combining partnership flexibility with limited liability; less commonly used for FDI-funded operating businesses than a Private Limited Company.
A single-shareholder company structure available only to a natural person who is an Indian citizen (resident in India, or — since a 2021 relaxation — an NRI who has stayed in India for at least 120 days in the immediately preceding financial year); not an option for a foreign national or a foreign corporate parent.
A Private Limited Company where 100% of the shares are held by the foreign parent — the standard structure for a foreign company operating in India in its own right.
An extension of the foreign parent (not a separate Indian legal entity), permitted only for specified activities and subject to RBI approval.
A representative, non-revenue-generating presence used purely for market research or coordination with Indian counterparts.
A temporary presence set up to execute a specific contract or project in India.
An Indian entity co-owned with a local partner, typically structured as a Private Limited Company under a shareholders’ agreement.
The right choice usually comes down to what the entity is actually there to do. A business that wants to operate, invoice, hire and hold assets in its own name in India needs a full operating entity — almost always a Private Limited Company/WOS. A parent that only wants to test the market, liaise with local partners, or run a single time-limited project is usually better served by a Liaison Office or Project Office, which carry far lighter compliance but also cannot generate India-side revenue. A Branch Office sits in between — more operational latitude than a Liaison Office, but still legally the foreign company itself rather than an independent Indian entity, and RBI-approval-gated. A founder or JV partner who wants limited liability without a full company structure — and doesn't need to raise equity capital — may instead be better served by an LLP; see our LLP registration in India guide for the eligibility, FDI and tax picture. For the fuller decision framework and a country-specific comparison, see our Foreign Subsidiary / WOS guide, the Branch Office registration and compliance guide, the US subsidiary vs. branch office comparison.
For most foreign companies searching for how to register a company in India, “India subsidiary” and “company registration” are effectively the same question — a WOS structured as a Private Limited Company is the default vehicle because it gives the parent full ownership and control, a separate legal identity that limits liability, and no restriction on the activities it can carry out (unlike a Branch or Liaison Office). One practical timing point worth planning around: India's financial year ends on 31 March, and parent companies often want a new subsidiary operational, banked and ready to invoice before that date to avoid a part-year set of statutory filings in its first year — which is a large part of why search interest in “India subsidiary” tends to spike in the weeks leading up to the fiscal year-end rather than being evenly spread through the year. For the full step-by-step incorporation walkthrough, including MOA/AOA drafting and the specific post-incorporation filings a WOS needs, see our complete wholly owned subsidiary guide.
Select what your India operation is primarily there to do, and we'll point you to the right structure.
Most sectors in India are open to 100% foreign investment under the Automatic Route, meaning no prior government approval is required — the entity simply completes its RBI reporting after the investment is made. A shorter list of sectors considered strategic or sensitive (multi-brand retail, insurance, defence beyond certain thresholds, and a handful of others) instead require prior approval from the Department for Promotion of Industry and Internal Trade (DPIIT) under the Government Route before the investment can proceed. In practice this distinction is what drives most of the difference in how long incorporation takes: Automatic Route investments typically clear in 4-6 weeks, while Government Route investments run 8-12 weeks once DPIIT and sector-ministry review are factored in. See our FDI automatic and government approval routes guide for the full sector-by-sector table and documentation requirements.
Company incorporation in India is filed almost entirely online through the MCA's SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form — filed as Form INC-32 — on the MCA21 V3 portal (the legacy MCA21 V2 portal was decommissioned on 30 June 2026, so V3 is now the only version in use for fresh filings). The sequence is:
Every proposed director needs a DSC to sign incorporation documents electronically; for a foreign national this typically takes longer to process than for a resident director because of the additional identity-verification steps involved.
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Applied for via Form DIR-3, or directly within the SPICe+ filing for first-time directors, giving each director a unique regulatory identifier.
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The proposed company name is checked against existing names and trademarks and reserved with the Registrar of Companies (RoC).
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A single integrated filing that, once approved, delivers the Certificate of Incorporation together with PAN, TAN, GSTIN (where opted at this stage), and EPFO/ESIC registration numbers in one pass.
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The RoC issues the Certificate of Incorporation along with the company’s Corporate Identification Number (CIN), at which point the company legally exists and can open a bank account, sign contracts and begin operating.
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Yes — there is no nationality restriction on who can serve as a director of an Indian company, and a foreign national goes through the same DIN application process as an Indian director, using a passport rather than an Aadhaar/PAN-based identity document. The one structural requirement that matters here is that every Indian company must have at least one director who has stayed in India for a total period of not less than 182 days — under Section 149(3) of the Companies Act, 2013, calculated on a financial year basis (1 April to 31 March) rather than a calendar year. In practice, this means a board made up entirely of foreign nationals cannot incorporate an Indian company on its own; at least one resident director (who doesn't need to be a shareholder, and is often appointed specifically to satisfy this requirement) has to be part of the board from day one.
For a foreign-owned entity, the document set falls into two groups. From the Indian side, you'll need proof of the registered office (a lease/ownership document and a recent utility bill) and identity/address proof for any resident director or shareholder (PAN, Aadhaar, and a recent address document). From the foreign parent's side, the requirements are more specific than “get everything notarised” — India distinguishes between notarisation and apostille, and getting this wrong is one of the most common causes of delay:
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Building in the lead time for apostille or embassy legalisation — which runs through the foreign director's home-country authorities, not an Indian one — is one of the most reliable ways to avoid the incorporation timeline slipping.
The honest answer sits across two different figures, and conflating them is where a lot of the confusion in this space comes from. The government filing fees for the incorporation steps themselves — name reservation, the SPICe+ filing, PAN/TAN, and initial statutory setup — are relatively modest and are broken down in full in our detailed setup timeline and budget breakdown. Professional and advisory fees (drafting, apostille coordination, resident-director arrangement, and managing the filing itself) sit on top of that and vary by entity complexity.
On timeline, the Automatic Route typically moves in 4-6 weeks and the Government Approval Route in 8-12 weeks, consistent with the ranges on our FDI automatic and government approval routes page — and the full journey from entity selection through a working bank account and initial compliance setup runs 8-12 weeks overall, matching our detailed setup timeline and budget breakdown. Where the official incorporation filing itself is sometimes quoted as clearing in a matter of days once submitted correctly, real-world timelines run longer for a foreign-owned entity because of a handful of recurring, avoidable delays: a proposed name getting rejected and needing resubmission, DSC processing taking longer for a foreign national director, apostille turnaround on the parent company's documents, and the resident-director appointment paperwork not being lined up in advance. None of these are unusual — they're simply the difference between the fastest possible filing and what a first-time foreign parent should actually plan for.
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Incorporation is the start of the compliance relationship, not the end of it. In sequence:
The company legally exists and can begin the next steps immediately.
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A corporate current account can only be opened once the CoI, PAN, MOA/AOA and KYC documents are in hand, and foreign-sourced documents typically need to be apostilled first; the account must sit with an RBI-authorised (AD Category-I) bank.
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Once the parent remits the initial share capital into that account, the bank issues a Foreign Inward Remittance Certificate (FIRC) confirming receipt.
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The resulting share allotment must be reported to RBI via Form FC-GPR on the FIRMS portal — within a 30-day window from allotment.
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Where the turnover threshold is crossed or voluntary registration makes sense (see below).
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Any entity holding foreign investment on its books must file the Annual Return on Foreign Liabilities and Assets with RBI every year, regardless of whether any transaction happened that year.
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Financial statements (Form AOC-4) and the annual return (Form MGT-7/7A) are due every year for the life of the entity, alongside the statutory audit and Annual General Meeting.
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This is the exact sequence our full regulatory compliance framework and banking and tax setup guide pages cover in detail — including the other five compliance regimes (labour, environmental, data protection, IP) beyond FEMA and corporate filings — worth reading in full once incorporation is underway rather than at the point a deadline is already close. Running the books and filings behind this roadmap is covered on our Accounting & Assurance page, with outsourced finance and accounting support as an option for a newly incorporated subsidiary that isn't ready to build an in-house finance team yet.
Once a company has foreign investment on its books, three RBI filings under the Foreign Exchange Management Act, 1999 (FEMA) become recurring obligations: Form FC-GPR reports the initial (and any subsequent) share allotment to the foreign parent, filed via the FIRMS portal within the prescribed window from allotment; Form FC-TRS reports any later transfer of shares between a resident and a non-resident; and the annual FLA return is a standing yearly obligation for as long as the entity carries foreign investment, independent of whether any transaction occurred that year. Missing the FC-GPR window doesn't just trigger a generic penalty — a late filing has to be regularised through RBI's compounding process under FEMA, which involves submitting a compounding application, paying a compounding amount calculated on the delay, and carrying that history on the entity's compliance record; it isn't simply a fee you pay after the fact.
An FOCC — a Foreign Owned or Controlled Company — is an Indian company that is itself owned or controlled by non-resident entities (directly or through other Indian companies). The concept matters because of what it triggers downstream: under Rule 23 of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, any further investment an FOCC makes into another Indian company is treated as indirect foreign investment and is subject to the same sectoral caps, entry-route conditions and reporting requirements as if the investment had come directly from abroad. In practice, this means a foreign-owned Indian subsidiary that wants to invest in, or acquire, another Indian company can't assume it's making a purely domestic investment — the FDI rules follow the ownership chain, not just the immediate investor.
GST registration is not automatic on incorporation — it's triggered once a business's aggregate turnover crosses the applicable threshold, currently Rs 20 lakh for a services business in most states (lower in a handful of special-category states) and Rs 40 lakh for a business supplying only goods. Many foreign-owned entities register voluntarily well before crossing that threshold, particularly where the Indian entity bills only its overseas parent, since registration allows filing a Letter of Undertaking (LUT) and invoicing exports as zero-rated rather than charging GST. See our banking and tax setup guide for the full voluntary-registration and LUT logic.
Some of the practical detail — DTAA rates, trade-agreement context, existing bilateral frameworks — is genuinely country-specific rather than universal. If you're planning entry from one of the following markets, the linked page covers that country's specific considerations in more depth:
If your company is setting up a captive delivery or R&D operation rather than a standard commercial subsidiary, our Global Capability Center setup guide covers the additional entity, tax and operational considerations specific to a GCC.
Structure, FDI/FEMA, post-incorporation filings, and ongoing operations
Automatic and government approval routes for foreign investment
The full six-regime compliance framework
Bank account sequencing, GST, and tax registration
Bookkeeping, statutory audit, and financial reporting once operating
Detailed setup timeline and budget breakdown
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