Entry structure & name approval (SPICe+ Part A)Structure finalised, name reserved on the MCA portal
Filed
Expand globally by setting up your foreign subsidiary in India with ease in just 10 working days
A Foreign Company is a type of organization you can set up to run your business. As such they need to be registered with the Ministry of Corporate Affairs (MCA) and are subject to relevant Rules and Regulations.
Sec 2(42) of the Companies Act, 2013 defines a foreign company as a body corporate or company incorporated outside India that has a place of business in India — whether through an agent or by itself, physically or through electronic mode — and conducts any business activity in India in any other manner. Choosing the right entry structure is the foundation of your India operations, since the legal form you choose affects taxation, compliance, ownership, and future funding potential. There are two broad paths — one for companies that want commercial operations, and one for those that do not.
A foreign company can own 100% of an Indian subsidiary where FDI is permitted under the automatic route. The Indian subsidiary is a separate legal entity incorporated under the Companies Act, 2013 — legally, a subsidiary is one where the holding company controls the composition of its Board of Directors, or exercises more than one-half of its total voting power, alone or with other subsidiaries.
Where 100% FDI is not permitted, a foreign company can form a Joint Venture with an Indian partner. A valid joint venture agreement is required, clearly defining shareholding, board composition, and dispute resolution.
Acts as a communication channel between the foreign head office and Indian entities. Cannot undertake any commercial or trading activity. Maintained entirely through inward remittances from abroad.
Established to execute a specific project in India. Permitted only when the foreign company has secured a contract from an Indian company. Carries out activities incidental to project execution only.
An extension of the foreign parent company in India. Permitted for companies engaged in manufacturing or trading activities. Subject to RBI approval and requires a profit track record in the home country.
Before initiating the registration process, ensure the following requirements are met depending on your chosen structure.
A structured, seven-step path from choosing your entry route to receiving your Certificate of Incorporation.
Decide whether to incorporate a subsidiary, joint venture, or establish a liaison, branch, or project office based on your business objectives and FDI guidelines.
Propose a company name through the MCA portal. A foreign company may use its original name with the addition of "India" or an Indian state/city name (Rule 8, Companies (Incorporation) Rules, 2014), its own registered trademark, or any other suitable name, subject to availability.
All proposed directors must obtain a Digital Signature Certificate (DSC). Director Identification Numbers (DIN) are allotted through the SPICe+ incorporation form.
Prepare the Memorandum of Association defining business objectives and the Articles of Association defining internal governance rules.
All required documents and declarations are submitted electronically through the official MCA portal.
Within 30 days of establishing a place of business in India, the foreign company must file e-form FC-1 with the Registrar of Companies along with all documents prescribed under Section 380 of the Companies Act, 2013.
On successful approval, the Certificate of Incorporation (COI) is issued along with PAN and TAN. The company is now legally registered in India.
Documentation requirements vary based on the type of structure chosen. Below is a summary for each route.
Within 30 days of establishing a place of business in India, every foreign company must deliver the following to the Registrar for registration.
A foreign company operating in India — whether through a subsidiary, joint venture, or office — must comply with multiple legislations. The applicable compliance framework differs depending on the type of entity.
After registration, a foreign company must maintain ongoing compliance across multiple regulatory frameworks. Key annual and periodic obligations include:
Every foreign company must file FC-4 with the Registrar of Companies within 60 days from the last day of the financial year.
Financial statements for Indian business operations must be filed with the ROC within 6 months of the close of the financial year, along with a list of all places of business in India.
Accounts pertaining to Indian operations must be audited by a practising Chartered Accountant or CA firm registered in India.
Foreign equity inflows, repatriation of profits, and inter-company transactions must comply with FEMA 1999 and RBI Master Directions including FC-GPR filing.
GST registration is required if the company meets the threshold turnover or falls under compulsory registration categories. Periodic returns must be filed.
If the foreign company meets the threshold under Section 135, CSR spending obligations apply. Unspent CSR amounts must be transferred to a prescribed fund within the stipulated timeline.
You're viewing Foreign Subsidiary Company — compare it with LLP, OPC, Sole Proprietorship and more, side by side or with a 60-second guided quiz.
Yes, the expression "place of business" includes a share transfer or registration office.
Depending upon the non-Compliance and its related penal provision, penalty, fine or other fees are levied upon the foreign company.
The expression "director", in relation to a foreign company, includes any person in accordance with whose directions or instructions the Board of Directors of the company is accustomed to act.
Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi
Yes. As per the Companies Act 2013 a foreign national or non-resident Indian can function as the director of an Indian company. However, an NRI cannot start a One Person Company or Proprietorship in India.
Where any alteration is made or occurs in the documents or particulars filed under FC-1, the foreign company shall within 30 days of such alteration file an e-form FC-2 which is available at MCA's official website.
No, it is not mandatory to have a registered office at the time of incorporation since the Companies Act, 2013 provision states that a Company shall have its registered office within 30 days of its incorporation.
Yes, as generally remittance of foreign currency is involved, the Reserve Bank of India regulates them through Foreign Direct Investment (FDI) policy, Foreign Exchange Management Act (FEMA), 1999 etc.
Yes Every company to be registered in India must have at least one Indian resident individual as a director. This means the director should have stayed in India for at least 182 days in the previous fiscal year. Nurturelabz will help you with this, should you need any assistance.
The Foreign subscriber is required to visit India and should possess a valid Business Visa for incorporation of a company. However, in case, Person is of Indian Origin or Overseas Citizen of India, the requirement of a Business Visa shall not be applicable.
Yes. It is fine if you do not wish to allot shares with an Indian resident director since there is no rule that a director must also be the shareholder of the company. You can retain complete ownership of the brand, even if you are a foreign-based company.
A "Foreign Company" means any company or body corporate incorporated outside India which a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and b) conducts any business activity in India in any other manner.
An Apostille is a specialized international attestation that is usually attached with other legal files and is issued by the Secretary of the State. This gives the documents a sense of credibility and authenticity; it also makes the formats acceptable in all 92 countries of the globe that fall under The Hague Convention of October 5, 1961.
The Foreign Company can be incorporated in India in either of the ways:
a) Incorporating in India as "Subsidiary" or "Wholly-owned Subsidiary" or
b) Register a foreign incorporated company as a Liaison Office/Branch Office/Project Office in India
If any foreign company ceases to have a place of business in India, it shall give notice of the fact to the Registrar, and as from the date on which notice is so given, the obligation of the company to deliver any document to the Registrar shall cease, provided it has no other place of business in India.
No, the Companies Act, 2013 requires that every company shall have at least one director who stays in India for a total period of not less than one hundred and eighty-two days during the financial year. However, in case of a newly incorporated company, this requirement shall apply proportionately at the end of the financial year in which it is incorporated.
Yes, if a foreign company is incorporating its subsidiary company in India, then the original name of the holding company as it is may be allowed with the addition of the word "India" or name of any "Indian State or City", if otherwise available.
Yes. We call it an Indian Subsidiary company of Foreign Parent Company of yours. Indian laws allow foreign parent companies to retain 100% ownership when they subscribe the shares to the Indian norms and obtain proper foreign company registration online. This is called a subsidiary brand, and you can still incorporate works outside of India, just by having a place of business in India.
The Foreign Company within 30 days of the establishment of its place of business in India has to submit e-form FC-1 which is available at MCA's official website i.e. www.mca.gov.in
MCA has notified Companies (Auditor's Report) Order, 2020 which is applicable for every report made by the auditor for financial years commencing on or after 1st April 2021. The Order applies to every company including a foreign company as defined in clause (42) of section 2 of the Companies Act, 2013 subject to exceptions as prescribed.
Registration or incorporation for any of ways of doing business in India by foreign company as stated in question no. 2 varies. The professionals are involved in this matter as there are various important aspects which are kept in mind while starting the business, who explain all the pros and cons of how to enter in India and which mode is more beneficial for different type of business.
FC-4 is an e-form which is available at the MCA official website. It is a web-based form for filing Annual Return. Every foreign company has to prepare and file this form to the Registrar along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars as they stood on the close of the financial year. This form has to be filed within a period of sixty days from the last day of its financial year.
For foreign company registration in India, you need to possess the below mentioned documents:-
Telephone bill/ Electricity bill/Bank statement/Any utility bill, these bills should not be older than two months.
Yes, the Foreign Company (FC) can raise money through the Indian Market through the issue of debentures or Indian Depository Receipts. If the FC is raising money through the issue of debentures then it has to follow the requirement of section 71 of the Companies Act 2013 and if the FC is raising money through the issue of IDRs, then provision of Sec 390 of the Companies Act 2013 shall be followed.
List of major documents are as follows :
Now this question again depends upon the business entity set up compliances also varies. Let us discuss them point wise. Wholly Owned Company/ Subsidiary Company All the Compliances required under the Companies Act, 2013 FEMA Compliances as per FEMA Act DGFT (Director General of Foreign Trade) compliances Annual Compliances under GST Act Tax filing under the Income Tax Act, 1961 And other specific regulatory act, regulations depending upon the business type of company.
As per the provision of the Companies Act, 2013, every foreign company shall on the outside of every office or place where it carries on business in India shall display the name of the company, the country in which it is incorporate and if the liability of the members of the company is limited, cause notice of that fact in letters easily legible in English characters, and also in the characters of the language or one of the languages in general use in the locality in which the office or place is situated.
It is mandatory for Every Foreign Company to get its accounts pertaining to the Indian business operations, audited by practicing Chartered Accountant in India or a firm or limited liability partnership of practicing chartered accountants.
As per the Companies (Corporate Social Responsibility Policy) Rules, 2014 every company including its holding or subsidiary, and a foreign company defined under clause (42) of section 2 of the Companies Act, 2013 having its branch office or project office in India, which fulfills the criteria specified in sub-section (1) of section 135 should comply with the provisions of section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014.
Share your business stage and we will help you understand the registration, GST, license, accounting, payroll, and compliance requirements.