Overview
To establish a foreign company in India, you must follow a specific legal and regulatory process. Foreign entities have several options for setting up their presence, such as incorporating a subsidiary or opening a branch or liaison office, each with its own unique requirements and legal implications.
Critical Aspects of Foreign Company Registration in India:
Choose the Right Business Model
Comply with FEMA Regulations
Get RBI Approvals (if required)
Register with RoC
Starting a business in India gives foreign companies a chance to tap into one of the world’s largest and most dynamic markets. While the process involves legal steps and paperwork, having the right support makes it much easier. From choosing the right setup to following government rules, proper planning helps ensure a smooth entry into the Indian business landscape.
What is a Foreign Company Registration Number (FCRN)?
Foreign Company Registration Number (FCRN) is a unique number given to a foreign company when it registers its business in India.
Just like Indian companies get a CIN (Corporate Identification Number), foreign companies get an FCRN from the ROC. It helps the government keep track of foreign companies operating in India.
What is Considered a Foreign Company in India?
In India, a company is considered a foreign company if it is incorporated outside India but has a place of business or carries out business activities within India, either directly or through an agent. This includes both physical and electronic operations, as per Section 2(42) of the Companies Act, 2013.
Incorporation: The company must have been incorporated or legally registered outside the geographical boundaries of India.
Place of Business: It is essential for the company to possess a "place of business" within India. This can be a physical office, a representative establishment, or even a digital footprint such as an online retail platform or e-commerce presence.
Business Activities: The company must be conducting business activities in India. This broadly includes activities like the sale of goods or services, provision of technical assistance, or any other form of commercial engagement.
Agent: A foreign company can operate in India by using an agent to represent its interests and handle business.
Electronic Mode: The definition of a foreign company also includes business operations conducted through electronic means. This includes activities such as digital marketing, web-based transactions, and other internet-driven operations like online consulting, cloud services, and app-based platforms.
Registration Requirement: Every foreign company operating in India is required to register with the Registrar of Companies (RoC) within 30 days of establishing a place of business, as per the Companies (Registration of Foreign Companies) Rules, 2014.
Why is India a Prime Destination for Global Businesses?
India stands out as a top choice for international businesses, thanks to its extensive and youthful workforce, swiftly expanding economy, advantageous geographical position, and flourishing digital ecosystem. These elements, coupled with governmental backing and a vast consumer base, position India as an exceptionally appealing location for foreign investment and expansion.
1. Demographic Advantage: India has a massive young population with a median age of just 28.2 years. This "demographic dividend" provides a huge pool of skilled and trainable talent, especially in the technology, manufacturing, and services sectors. With over 40% of the population under 25, it promises a potential workforce for many decades to come.
2. Vibrant Economy: India's economy is experiencing accelerated growth, establishing it as a significant participant in the global market. The nation's GDP is consistently rising, and consumer expenditure is on an upward trend, thereby cultivating a large and expanding market for enterprises. The digital economy is also booming, marked by a massive surge in smartphone and internet users, further amplifying market prospects.
3. Strategic Positioning: India's location in South Asia provides superior connectivity to key markets in Europe, the Middle East, Africa, and Southeast Asia. It serves as a crucial access point to the Indian Ocean and surrounding regions, facilitating both trade and investment. India's extensive coastline and well-developed infrastructure, encompassing ports, railways, and roads, further enhance its connectivity.
4. Government Support and Initiatives: The Indian government has launched various initiatives designed to attract foreign investment and simplify the ease of doing business. Streamlined regulations, incentives, and infrastructure development projects are aimed at creating a business-friendly environment.
Programs such as PM Gati Shakti, Sagarmala, and Bharatmala are actively transforming logistics and infrastructure, making India an even more desirable destination. India's liberal FDI policy allows up to 100% investment in many sectors under the automatic route, boosting investor confidence and simplifying market entry.
5. Skilled Workforce and Cost Benefits: India annually produces a large cohort of graduates across diverse fields, including STEM disciplines. The availability of skilled and specialized talent, particularly in cutting-edge areas like AI and blockchain, is a significant draw for global businesses. Labor costs are considerably lower than in many developed markets, rendering India a cost-effective location for operational activities and outsourcing.
6. Expansive Consumer Market: India's vast and growing population, now the world's most populous, presents an immense consumer base for businesses. Increased purchasing power among consumers, particularly within the burgeoning middle class, makes India an appealing market for a broad spectrum of products and services. The digital economy and increasing internet penetration further broaden the potential customer base.
Key Considerations Before Entering the Indian Market
Before entering the Indian market, it's important to plan well. Here are some key things to keep in mind:
Market Research: Study the Indian market to understand customer behavior, competitors, and growth opportunities.
Regulatory Adherence: Learn about Indian laws related to business setup, taxes (like GST), foreign investment, and industry-specific rules.
Local Collaborations: Consider partnering with Indian businesses or distributors to benefit from their market knowledge and connections.
Product Customization: Adjust your products or services to match local needs. This may include changes in features, pricing, or advertising.
Distribution and Supply Chain: Plan how you’ll deliver your products across India, keeping in mind the country’s size and different regions.
Marketing and Publicity: Create a marketing strategy that appeals to Indian customers, respecting cultural differences and communication styles.
Pricing and Accessibility: Keep in mind that many Indian consumers are price-sensitive, so offer products that are both affordable and competitive.
Long-Term Commitment: Success in India takes time. Be ready to stay committed and build your presence over the long term.
Intellectual Property Safeguarding: Protect your brand, ideas, and products from being copied by registering your intellectual property.
Financial Foresight: Make a solid financial plan that covers costs related to entry, day-to-day operations, and possible challenges.
Relationship Building: Build good relationships with key people like government officials, partners, and industry experts.
Bureaucratic Navigation: Be ready to deal with paperwork and approvals. Taking help from legal or business experts can make things easier.
Adaptability and Agility: Stay flexible and ready to change your approach based on customer feedback and market conditions
Right Business Structure
Choose the Right Business Structure for Your Foreign Company in India
A foreign national can establish a foreign company in India as a Private Limited Company. This is often the quickest method for company formation in the country. Under India's FDI policy, up to 100% Foreign Direct Investment (FDI) into a private limited company is permitted via the automatic route, meaning no prior government approval is needed.
1. Joint Venture
A foreign entity will choose a local Indian partner with whom it intends to form a joint venture to conduct its business in India. A Letter of Intent or Memorandum of Understanding (MOU) is signed between the foreign entity and the local partner, outlining the basis of their joint venture agreement. This agreement details all business terms and must comply with both Indian and international laws.
Its Registration Process
To establish a company in India through a joint venture, the foreign entity/national must:
Choose a local partner in India.
Sign a MOU or a Letter of Intent, which outlines the basis for the joint venture agreement.
Thoroughly negotiate and discuss all terms of the joint venture agreement with the local partner.
Ensure the joint venture agreement is consistent with regional and international law.
Include essential matters such as dispute resolution mechanisms, shareholding arrangements, applicable law, share transfer provisions, confidentiality clauses, board of directors' composition, and non-compete clauses.
2. Wholly-Owned Subsidiary
A foreign national or company can invest 100% FDI in an Indian company through the automatic route to register a foreign entity in India. When a foreign entity makes a 100% FDI investment in an Indian company, that Indian company officially becomes a wholly-owned subsidiary of the foreign entity or company.
Note: At least one director must be a resident of India (someone who has stayed in India for at least 182 days during the previous calendar year).
Its Registration Process
To register a wholly-owned subsidiary, the following steps are required:
A minimum of two directors are required, with at least one being a resident in India.
All directors must apply for a Director Identification Number (DIN) and a Digital Signature Certificate (DSC).
The MOA and AOA must be drafted.
The shareholders must subscribe to the MOA.
The company’s name must be reserved through Part A of the SPICe+ form (company registration application).
The registration application (Part B of the SPICe+ form) must be filled out and submitted on the MCA portal.
The applicant must submit the required documents along with the SPICe+ form, including:
Address proof of the company.
Indian directors must submit their PAN card, address proof, and identity proof.
Foreign directors must submit their passport and address proof, such as a driving license, utility bills, or any government license certified by the Indian consular or consulate.
After submitting the required documents, the applicant must pay the applicable fees and submit the registration application.
The ROC will verify all the documents and the SPICe+ form.
Upon verification, the ROC will issue the Certificate of Incorporation and the PAN number.
The company must then open a bank account.
Following the subscription of company shares, share capital documents must be submitted for FDI compliance.
Note: FDI compliance must follow FEMA and RBI reporting obligations, including Form FC-GPR submission after share allotment.
3. Liaison Office
A foreign company can set up a liaison office in India for all liaison activities. The parent company (the foreign company) is responsible for covering all expenses of the liaison office through foreign remittances. Approvals are now handled by AD Category-I Banks under RBI's delegated powers. The foreign company must have a minimum net worth of Rs. 40 lakh and a 3-year profit track record.
Process of Setting Up a Liaison Office
A foreign company can open a liaison office in India with the prior approval of the Reserve Bank of India (RBI). The process is as follows:
The foreign company must have a profit-making record during the prior three financial years in its home country. Its net worth should not be less than USD 50,000.
The foreign entity should forward the application to establish a liaison office to the Foreign Exchange Department through a designated Authorised Dealer Category–I Bank (AD).
It should file the English version of the certificate of incorporation/registration or MOA or AOA and its latest audited balance sheet, attested by the Indian Embassy or Notary Public in the country of registration.
The RBI will provide the liaison office with a unique identification number.
The foreign company has to obtain a PAN from the Income Tax Authorities upon setting up a liaison office in India.
All expenses should be met entirely through inward remittances of foreign exchange from the Head Office located outside India.
If a foreign entity that is also a subsidiary of another company does not fulfill the above financial conditions, it can submit a Letter of Comfort from its parent company if the parent satisfies the conditions.
A foreign insurance company can establish a liaison office after obtaining approval from the IRDAI (Insurance Regulatory and Development Authority of India).
A foreign bank can establish a liaison office after obtaining approval from the Department of Banking Regulation (DBR).
A liaison office can undertake the following activities:
Representing the parent company or group company in India.
Promoting export or import in India.
Promoting financial or technical collaborations on behalf of the group or parent company.
Coordinating communications between the parent or group companies and Indian entities. However, it cannot undertake any business activity or earn any income in India.
4. Project Office
A foreign company can establish a project office in India to execute specific projects awarded to them by an Indian Company. Nevertheless, to establish such a project office, the foreign company may need to obtain approval from the Reserve Bank of India.
Process to Set Up a Project Office
The RBI prescribes the process for setting up a project office in India by a foreign company when the following conditions are fulfilled:
A foreign company can establish a project office without prior permission from the RBI only when it has obtained a contract from an Indian company for executing a project in India.
The project should be funded directly by an inward remittance from abroad.
The project should be funded by a bilateral or multilateral International Financing Agency.
An appropriate authority has cleared the project.
A company or Indian entity providing the contract has been granted a term loan by an Indian bank or a Public Financial Institution for the project.
If the above conditions are not complied with, the foreign entity must approach the RBI for approval to set up a project office.
5. Branch Office
A foreign company can establish a branch office in India. To do so, the foreign company generally needs to demonstrate it is a substantial business and provide evidence of profitability. Approval is generally granted through the Authorised Dealer (AD) Bank, unless the company operates in a sector that requires government approval under the FDI policy.
Process of Setting Up a Branch Office of a Foreign Company
A foreign company can open a branch office in India and conduct business activity with the prior approval of the RBI. The process is as follows:
The foreign company should be primarily engaged in trading or manufacturing activities.
It should have a profit record during the preceding five financial years and a net worth of not less than USD 1,00,000 in its home country.
The foreign entity should forward the application to establish a branch office to the Foreign Exchange Department through a designated Authorised Dealer Category–I Bank (AD).
It should file the English version of the certificate of incorporation/registration or MOA or AOA and its latest audited balance sheet, attested by the Indian Embassy or Notary Public in the country of registration.
The RBI will provide the branch office with a unique identification number.
The foreign company has to obtain a PAN from the Income Tax Authorities upon setting up a branch office in India.
All expenses should be met entirely through inward remittances of foreign exchange from the Head Office located outside India.
It requires specific approval from the Reserve Bank of India (RBI) under FEMA 1999 and, if applicable, approval from the Insurance Regulatory and Development Authority of India (IRDAI).
If a foreign entity that is also a subsidiary of another company does not fulfill the above financial conditions, it can submit a Letter of Comfort from its parent company if the parent satisfies the conditions.
A branch office can undertake the following activities:
Import and export of goods.
Providing consultancy or professional services.
Undertaking research work in areas in which its parent company is engaged.
Promoting financial or technical collaborations on behalf of the parent company.
Representing the parent company in India and acting as a selling or buying agent in India.
Developing software and providing IT services in India.
Giving technical support for products supplied by the parent company.
Operating as a foreign airline or shipping company. It cannot undertake retail trading activities, nor direct or indirect manufacturing or processing activities in India.
Legalilty
Legal and Regulatory Framework for Foreign Company Registration
Setting up a foreign company in India involves following various laws and getting approvals from different authorities. Below are the main regulatory bodies and legal areas foreign businesses must be aware of.
Key Regulatory Bodies
These are the main government authorities involved in the registration, approval, and ongoing compliance of foreign companies in India.
Ministry of Corporate Affairs (MCA): Manages company registration and compliance under the Companies Act, 2013.
Reserve Bank of India (RBI): Handles approvals and rules related to foreign exchange and investments under FEMA.
Department for Promotion of Industry and Internal Trade (DPIIT): Sets and monitors India’s FDI policy, including sectors requiring government approval.
Income Tax Department: Regulates corporate tax, TDS, and transfer pricing.
GST Council: Governs GST registration and filings for businesses operating in India.
Sector-Specific Regulators: Depending on your industry, additional approvals may be needed from:
SEBI (capital markets)
IRDAI (insurance)
TRAI (telecom)
FSSAI (food business)
DGCA (aviation)
Pollution Control Boards (environmental compliance)
Key Legal and Compliance Areas
Foreign companies must follow several laws to operate legally in India. These cover company formation, taxation, labour, and more.
Companies Act, 2013
This law governs how companies are formed, operated, and closed in India.
Covers company incorporation, board structure, meetings, and annual filings (MGT-7, AOC-4).
Foreign companies must register with the RoC within 30 days (Form FC-1) and file annual reports (Form FC-3).
Foreign Exchange Management Act (FEMA), 1999
FEMA deals with foreign investments and transactions involving foreign exchange.
Specifies allowed FDI sectors, entry routes (automatic or approval), and reporting forms like FC-GPR and FC-TRS.
RBI approval is required for setting up Liaison, Branch, or Project Offices.
Repatriation of profits and capital is regulated under FEMA.
Taxation Laws
These laws govern corporate income tax, indirect taxes, and international transactions.
Income Tax Act: Requires PAN, ITR filing, and TDS on certain payments.
Transfer Pricing: Ensures fair pricing between foreign group companies.
GST Act: Requires registration and monthly returns (GSTR-1, GSTR-3B).
Others: Includes customs duties and stamp duties on legal documents.
Labour and Employment Laws
Foreign companies hiring employees in India must follow local labour laws.
Cover wages, working conditions, employee benefits, and social security.
Important Acts include EPF, ESI, Minimum Wages, Maternity Benefits, and state-specific Shops & Establishments Acts.
Intellectual Property Laws
Protecting your brand, inventions, and creative work is important in India.
Foreign companies should register trademarks, patents, copyrights, and designs to avoid misuse and legal issues.
Environmental Laws
Businesses in sectors like manufacturing must follow environmental rules.
Key law: Environment (Protection) Act, 1986.
Necessary approvals and clearances must be obtained from the Pollution Control Boards.
Compliances
Post-Incorporation Compliances for a Foreign Company in India
After a foreign company has successfully incorporated in India, a critical phase of post-incorporation compliances begins. These are crucial for ensuring legal operation, maintaining good standing with regulatory authorities, and avoiding penalties.
1. Opening a Corporate Bank Account in India
Opening a corporate bank account is one of the very first steps after incorporation. All business transactions should flow through this account.
Company Incorporation: The foreign subsidiary must be fully incorporated as a Private Limited Company under the Companies Act, 2013, with a Certificate of Incorporation.
Board Resolution: The company's first board meeting must pass a resolution authorizing the opening of the bank account and specifying the authorized signatories.
Document Submission: Banks will require documents such as the Certificate of Incorporation, Memorandum and Articles of Association, PAN, TAN, GST registration (if applicable), and identity and address proofs of directors and authorized signatories.
FEMA and RBI Compliance: If the foreign parent company has remitted capital for investment, the inflow must be reported to the RBI within 30 days using the Advance Remittance Form (ARF). Shares must be allotted within 60 days of receipt, and this allotment must be reported using the FC-GPR form on the RBI's FIRMS portal.
Bank Processing Time: Banks may take 5–15 working days after receiving complete documents to activate the corporate bank account.
2. Allotment of PAN and TAN
These are essential for any financial transaction and tax compliance in India.
PAN: A 10-digit alphanumeric number issued by the Income Tax Department. It acts as the primary tax identification number. Foreign companies apply for PAN using Form 49AA. It is required for opening a bank account, tax filings, and most business transactions. It can be applied online through NSDL or UTIITSL portals. Usually processed within 15 working days if documents are complete and in order.
Documents Required:
Copy of Certificate of Incorporation.
Memorandum and Articles of Association.
3 months' bank statements.
A Board Resolution favoring the person signing the application.
All foreign documents must be apostilled or attested by the Indian embassy/consulate in the country of origin.
Note: All foreign documents (like MoA, AoA, ID/address proofs) must be notarized and apostilled (or attested by the Indian embassy/consulate) for acceptance in India.
TAN: A 10-digit alphanumeric number required by all persons who are responsible for deducting Tax Deducted at Source (TDS) or collecting Tax Collected at Source (TCS). Foreign companies apply for TAN using Form 49B.
3. GST Registration for a Foreign Company
Any foreign company or individual supplying goods and services within India, exceeding a certain turnover threshold, must obtain GST registration.
Types of Registration
Regular Registration: For foreign companies planning long-term business operations with a permanent establishment in India. Application is made through Form GST REG-01.
Temporary GST Registration (NRTP - Non-Resident Taxable Person): For short-term operations, valid for 90 days (extendable for another 90 days). Application is made through Form GST REG-09, and a security deposit equivalent to the estimated GST liability is required. Must appoint an Indian resident as an authorized signatory and have a place of business in India, even if temporary.
Documents Required:
Legal name of the entity.
Proof of business registration/incorporation.
Proof of authorized signatory (who must be an Indian resident).
PAN and Aadhaar of the authorized signatory.
Foreign company's PAN/TIN/Passport.
Address proof of business in India.
Email ID and mobile number of the authorized signatory.
Photographs of directors/authorized signatories.
4. Other Necessary Licenses and Registrations based on Industry
Beyond general corporate and tax registrations, specific industries may require additional licenses and approvals. These can vary significantly based on the nature of the business.
Examples:
Food Sector: FSSAI (Food Safety and Standards Authority of India) license.
Manufacturing: Licenses from pollution control boards (Consent to Establish/Operate).
Pharmaceuticals, Telecommunications, Financial Services: Industry-specific regulatory body approvals.
Import/Export: Import Export Code (IEC).
5. Annual Compliance Requirements
Ongoing compliance is crucial for foreign companies operating in India.
Filing of Annual Returns with the Registrar of Companies (RoC)
Form FC-4 (Annual Return): To be filed within 60 days from the close of the financial year (i.e., by May 30th). This form provides details about the foreign company's operations, financials, and compliance status in India.
Form FC-3 (Annual Accounts): Foreign companies are required to prepare and file their financial statements (balance sheet, profit and loss statement) as per Indian Accounting Standards (Ind-AS), audited by an Indian auditor, and file them with the RoC.
Event-Based Filings: Forms like DIR-12 (for changes in directors) or INC-22 (for changes in registered office) are filed as and when specific events occur.
RBI Filings
Annual Return on Foreign Liabilities and Assets (FLA Return): To be filed by July 15th each year by all Indian entities with foreign direct investment.
Annual Performance Report (APR): For Indian entities engaged in Overseas Direct Investment (ODI), by December 31st each year.
Income Tax Compliance
Annual Income Tax Returns: All companies, including foreign entities, must file their income tax returns annually. The due date is generally October 31st of the assessment year.
Transfer Pricing Compliance: Foreign companies engaging in international transactions with Associated Enterprises must comply with transfer pricing regulations.
Withholding Tax Compliance (TDS/TCS): Regular deduction and deposit of TDS/TCS and filing of relevant returns.
6. Maintaining Statutory Registers and Records
Companies in India are mandated to maintain various statutory registers and records at their registered office under Rule 27 of the Companies (Management and Administration) Rules, 2014. These records ensure transparency and compliance with the Companies Act, 2013.
Key Registers include:
Register of Members (MGT-1).
Register of Debenture Holders (MGT-2).
Register of Charges (CHG-7).
Register of Directors and Key Managerial Personnel.
Register of Significant Beneficial Owners.
Minutes of Board Meetings and General Meetings.
These registers must be updated regularly and made available for inspection by authorities and shareholders.
7. Conducting Board Meetings and General Meetings
Adherence to meeting protocols is a cornerstone of corporate governance.
Board Meetings
First Board Meeting: Must be held within 30 days of incorporation.
Subsequent Meetings: A minimum of four board meetings must be held in each financial year, with a maximum gap of 120 days between any two consecutive meetings.
Notice: A minimum of 7 days' notice must be given to every director. Shorter notice is permissible for urgent business, provided at least one independent director is present.
Quorum: The quorum is typically 1/3rd of the total number of directors or two directors, whichever is higher.
Minutes: Proper minutes of all meetings must be maintained.
Annual General Meetings (AGMs)
First AGM: Must be held within nine months from the end of the first financial year.
Subsequent AGMs: Must be held within six months of the end of the financial year. The gap between two AGMs should not exceed 15 months.
Purpose: Reviewing financial statements, appointing auditors, declaring dividends, and discussing other important matters.
