A Spanish parent incorporates an Indian private limited company online through SPICe+, the Ministry of Corporate Affairs' integrated form, which can apply for PAN, TAN and other registrations in one go through the AGILE-PRO-S part. The sequence is: decide the structure and capital, prepare Spanish documents with apostille and translation, obtain DINs and DSCs for the directors, reserve the name, file SPICe+ with the charter documents, receive the certificate of incorporation, open the bank account, remit share capital, allot shares within 60 days, file FC-GPR within 30 days of allotment, appoint the first auditor within 30 days of incorporation and file INC-20A within 180 days. Each step has a deadline that begins at a specific event, so an owner for each step should be named at the start.
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Key facts
| Form | SPICe+ with AGILE-PRO-S for PAN, TAN and other registrations |
|---|---|
| Minimum people | Two shareholders and two directors, one of them a Resident Director |
| Name | Reserved through the incorporation form; avoid names close to existing ones or to protected names |
| Charter documents | Memorandum and Articles of Association, with the object clause matched to the sector |
| After certificate | PAN, TAN and the certificate; first auditor within 30 days; shares within 60 days of receipt of funds |
| RBI step | FC-GPR within 30 days of allotment |
| Next step | INC-20A within 180 days |
| Sector check | Confirm the FDI route for the sector before filing |
The steps in order
- Confirm the route and the structure. Check that the sector allows foreign investment and under which route, and choose a private limited company, a limited liability partnership or another form. See structure options.
- Prepare the Spanish documents. Registry certificate, board resolution, power of attorney, beneficial ownership papers, passport copies. Notarise, apostille and translate. See documents.
- Obtain DIN and DSC. Each proposed director needs a Director Identification Number and a Digital Signature Certificate. Foreign directors verify identity with their passports.
- Reserve the name. Propose names in order of preference, with a distinctive word and a descriptive word. Avoid names that look like existing companies or trademarks.
- Draft the charter documents. Memorandum of Association with an object clause for the actual business, Articles of Association with the transfer and board rules the parent wants.
- File SPICe+. Include the registered office proof, director consent forms, subscriber details and the apostilled documents. Use AGILE-PRO-S to apply for PAN, TAN and registrations at the same time.
- Receive the certificate of incorporation. PAN and TAN follow with the certificate; the company is now a legal person.
- Hold the first board meeting. Appoint the first auditor, open the bank account, authorise signatories, adopt the registers and approve the share allotment mechanics.
- Open the bank account. Provide beneficial ownership, source of funds and board resolutions.
- Remit share capital from Spain. Through an authorised dealer bank, with the purpose declared as capital contribution.
- Allot shares within 60 days of receiving the money, and file FC-GPR within 30 days of allotment.
- File INC-20A within 180 days. The company cannot begin business or borrow before the declaration is filed.
Reading SPICe+ and AGILE-PRO-S
SPICe+ is a form with two parts. Part A reserves the name and Part B contains the incorporation details: the capital, the registered office, the subscribers, the directors and the charter documents. AGILE-PRO-S is an attached form that applies for the tax account numbers, the employee provident fund and state insurance registrations, the professional tax in some states and a GST registration if requested, and for opening a bank account. Using it saves time but you must give consistent information, and any mistake delays several registrations at once.
For a Spanish shareholder, two points need care. The subscriber details must show the Spanish company's full name, registered address and the person authorised to sign, and the apostilled power of attorney must match. And the authorised capital chosen at filing drives the filing fee and stamp duty, so choose a figure that supports the plan but does not overstate it.
Name and object clause
Names are approved by the Registrar and must not be identical or too similar to an existing company or trademark. A name that includes Spain, a Spanish place or a Spanish brand does not need special consent in itself, but a name that suggests a link with a government body or a protected expression will be refused. The object clause should describe what the company will actually do; a clause that is too narrow means an amendment before a new activity starts, and one that is too broad can raise a query. For a company in a regulated sector, the object clause must match the licence.
After incorporation: the first 180 days
| Step | Deadline | Who acts | Consequence of delay |
|---|---|---|---|
| First auditor appointed (Form ADT-1) | Within 30 days of incorporation | Board | Penalty and a query on the accounts |
| Bank account opened | Before capital is remitted | Directors and bank | Capital remittance cannot start |
| Shares allotted to the Spanish parent | Within 60 days of receiving the funds | Board | Funds may have to be returned; penalty under FEMA |
| FC-GPR filed | Within 30 days of allotment | Company with an authorised dealer bank and a Chartered Accountant | Late submission fee and compounding |
| Declaration of commencement (INC-20A) | Within 180 days of incorporation | Directors | Penalty; the company cannot begin business or borrow |
| GST, professional tax, provident fund and state insurance | Before the first supply or hire | Company | Penalty; input tax credit loss |
Stamp duty and registers
Stamp duty is a state subject and is payable on the charter documents and on the share certificates. It varies by state and by authorised capital, which is one reason to choose the registered office state carefully. The company must also keep statutory registers of members, directors, charges and share transfers, and the Registrar can inspect them. Your adviser should set them up at the first board meeting.
Mistakes we see most often
- Names of directors spelled differently across the passport, the power of attorney and the Registry certificate.
- An authorised capital set far above the plan.
- No Resident Director in the file.
- A bank account that has not been opened before the Spanish bank is told to remit.
- Shares allotted after the 60-day limit.
- FC-GPR filed late because the Indian bank's foreign inward remittance certificate was not requested.
- INC-20A forgotten because the company has not yet started trading.
What to read next
Once the company exists, the focus moves to funding it correctly, to the compliance calendar and to the first hires. See funding and FEMA, the compliance calendar and hiring in India.
Official sources
Check the rules at the primary sources: Income Tax Department (India), Reserve Bank of India, Ministry of Corporate Affairs, Agencia Tributaria (Spain), Spanish Ministry of Economy, Trade and Business and the Ministry of External Affairs (India).
Frequently asked questions
What is SPICe+?
The integrated online form of the Ministry of Corporate Affairs for incorporating a company. It can apply for PAN, TAN and other registrations together through AGILE-PRO-S.
How many directors and shareholders does a private company need?
Two shareholders and two directors, with at least one Resident Director.
Can a Spanish company be the shareholder?
Yes. A foreign company may subscribe to shares, provided the sector allows foreign investment. Documents are apostilled and translated.
Do the directors need to be in India to incorporate?
No. The filing is online, with Digital Signature Certificates. Some banks ask a director to attend.
What is AGILE-PRO-S?
An attached form to SPICe+ that applies for PAN, TAN, provident fund, state insurance and other registrations, and for the bank account.
How soon must the first auditor be appointed?
Within 30 days of incorporation, by the board, with Form ADT-1.
By when must shares be allotted?
Within 60 days of receiving the money.
What is Form FC-GPR?
The Reserve Bank filing that reports the allotment of shares to a foreign investor. It is due within 30 days of allotment.
What is Form INC-20A?
The declaration of commencement of business, to be filed within 180 days of incorporation.
Can I change the name later?
Yes, with a special resolution and Registrar approval, but choosing a good name at the start avoids the delay and cost.
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Last updated 2 November 2026. General information only, not legal or tax advice. Indian and Spanish rules change often; confirm current requirements before acting.