India Entry Blueprint

Yes. A foreign company or foreign national can establish a business in India, most commonly by incorporating a private limited company as an Indian subsidiary. In most sectors this is permitted under the automatic foreign investment route, which needs no prior government approval, while a limited set of sensitive sectors, and investors from countries that share a land border with India, require prior approval. Once registered with the Ministry of Corporate Affairs, the entity is treated as an Indian company. We confirm sector eligibility and the applicable route before incorporation begins.

In most sectors a foreign company can own 100% of its Indian subsidiary and does not need an Indian partner or local shareholder. A private limited company does require a minimum of two shareholders, so a wholly owned subsidiary is usually held by the foreign parent together with a nominee shareholder who holds a single share on the parent's behalf. Sectors that carry foreign ownership caps are the exception, where Indian participation may be required. We structure the shareholding so ownership and control remain with the parent.

An Indian subsidiary is a separate Indian company owned by the foreign parent, with its own legal identity and limited liability, and it can carry on the full range of permitted business. A branch office is not a separate entity; it is an extension of the foreign company, set up with Reserve Bank of India approval to carry on a defined set of activities such as export, import, professional, or consultancy work, with the parent bearing the liability. A subsidiary suits a long-term operating presence, while a branch suits a narrower, defined mandate. We match the vehicle to the planned activity.

The two are taxed differently. For tax year 2026-27, an Indian subsidiary is a domestic company taxed at 25% where its turnover or gross receipts in tax year 2024-25 did not exceed Rs 400 crore, or at the optional 22% rate under Section 115BAA [ITA 2025: s. 200] if its conditions are met, in each case plus applicable surcharge and 4% cess. A branch office is generally taxed as a foreign company at 35%, plus applicable surcharge and cess, on its India income; the domestic-company concessional regime is unavailable to it. We model the effective rate for each option before the structure is chosen.

A liaison office, also called a representative office, lets a foreign company maintain a presence in India for limited purposes such as market study, promoting the parent's business, and acting as a communication channel between the parent and Indian parties. It cannot earn income or carry on any commercial or trading activity in India, and it must meet all its expenses through inward remittances from the parent. It is approved by the Reserve Bank of India for a defined period, usually three years. Where the intent is to trade or operate, a subsidiary or branch is the appropriate vehicle, which we assess at the outset.

Incorporation generally takes about two to four weeks once the documentation is in order. The main variable is the time taken to gather, notarise, and apostille the foreign parent's and directors' documents, since the Ministry of Corporate Affairs processing is largely online. Tax registrations bundled into incorporation are issued with the certificate, while separate steps such as GST registration and opening the bank account can add further time. We sequence the documentation early so the timeline is not held up at the attestation stage.

The process follows a defined sequence. Digital Signature Certificates and Director Identification Numbers are obtained for the proposed directors, the company name is reserved with the Ministry of Corporate Affairs, and the integrated SPICe+ form is filed with the Registrar of Companies. This single filing covers incorporation together with PAN, TAN, EPFO, ESIC, the bank account, and, where opted, GST. On approval the Certificate of Incorporation is issued, the parent remits the share capital, and the inward investment is reported to the Reserve Bank of India within the prescribed window. We manage each step and the handoffs between them.

The incorporation can be completed remotely. A foreign parent and its directors can register an Indian company without travelling to India, since filings are made online and the foreign documents are signed, notarised, and apostilled in the home country. Physical presence is not required to incorporate. A visit may later be useful for banking or operational setup, though much of that can also be handled through documentation and authorised representatives. We run the process so the parent's team does not need to be in India to complete it.

Yes. Section 149(3) of the Companies Act 2013 requires every Indian company to have at least one director who has stayed in India for 182 days or more during the financial year. This applies regardless of foreign ownership, so a newly set-up subsidiary must have a resident director in place from incorporation. The resident director can be an individual the parent nominates or one provided for the purpose. We arrange a qualified resident director where the parent does not have one available.

Yes. A foreign national or non-resident can be a director of an Indian company, and a foreign parent's nominees commonly sit on the board. The company must still have at least one resident director alongside them to meet the Companies Act requirement. Each foreign director needs a Director Identification Number and a Digital Signature Certificate to be appointed and to sign filings. We obtain these and complete the appointment as part of incorporation.

A Director Identification Number (DIN) is the unique number every director must hold, and a Digital Signature Certificate (DSC) is the electronic signature used to sign filings on the Ministry of Corporate Affairs portal. For the first directors, DIN is allotted through the incorporation form itself, while a DSC is issued against identity and address documents. For a foreign director, the passport is the mandatory identity proof, supported by address proof, all notarised and apostilled. We obtain both before filing so the appointment is not delayed.

A foreign individual director typically provides a passport, recent address proof such as a bank statement or utility bill, and photographs. A foreign corporate shareholder provides its incorporation documents and a board resolution authorising the investment and the nominee. Because these originate outside India, they must first be notarised in the home country and then legalised for use in India: by an apostille where the country is party to the Hague Apostille Convention, which covers most major source markets, or by consular attestation where it is not, such as the United Arab Emirates. We confirm the correct route for the parent's country and give a precise checklist so the documents are attested correctly the first time.

No. Indian company law does not prescribe a minimum paid-up capital for a private limited company, so the subsidiary can be incorporated with a modest authorised capital and funded according to its actual needs. The capital should still be realistic for the planned operations and any sector-specific conditions. The share capital subscribed by the foreign parent is brought in through banking channels and reported to the Reserve Bank of India. We advise on a capital structure that fits the business plan and the reporting requirements.

Every Indian company must have a registered office address in India, to which official correspondence is sent. At incorporation a communication address can be used, with the registered office confirmed shortly afterwards. The address can be owned or leased, and in practice a serviced or shared office is acceptable provided the company can receive correspondence and display its name there. The state of the registered office also determines certain registrations, such as Professional Tax. We help establish a compliant registered office where the parent does not yet have premises.

A new entity needs a Permanent Account Number (PAN) and a Tax Deduction Account Number (TAN), both issued with incorporation. Depending on activity and headcount, it then needs GST registration, Professional Tax registration in states that levy it, a Shops and Establishment registration, and EPFO and ESIC registration once the employee thresholds are met. The integrated incorporation form bundles several of these, while others are taken separately as the business starts hiring and trading. We map the registrations the specific entity requires and complete them in the correct order.

Not from day one in every case. GST registration becomes mandatory once turnover crosses Rs 40 lakh for a supplier of goods or Rs 20 lakh for a supplier of services, with lower thresholds in certain special-category states. It is, however, mandatory regardless of turnover where the company makes inter-state supplies, sells through e-commerce, or is otherwise required to register. Many subsidiaries register voluntarily at the outset to claim input tax credit and to invoice cleanly. We assess whether registration is required or advisable for the entity's model.

The Indian bank account is opened in the company's name after incorporation, using the Certificate of Incorporation, PAN, and the board and KYC documentation the bank requires. The foreign parent then remits the subscribed share capital into this account through banking channels as foreign direct investment. The inward investment and the allotment of shares are reported to the Reserve Bank of India within the prescribed window. We coordinate the account opening, the inward remittance, and the reporting so the capital is brought in and regularised correctly.

An Indian subsidiary is a separate Indian taxpayer. For tax year 2026-27, the base rate is 25% where turnover or gross receipts in tax year 2024-25 did not exceed Rs 400 crore; an optional 22% rate is available under Section 115BAA [ITA 2025: s. 200] where the company forgoes the specified deductions, in each case plus applicable surcharge and 4% cess. A company exercising the Section 115BAA [ITA 2025: s. 200] option falls outside minimum alternate tax under Section 115JB [ITA 2025: s. 206]. The subsidiary files its annual return under Section 139 [ITA 2025: s. 263] and pays advance tax where applicable under Sections 207-211 [ITA 2025: ss. 403-408]. We determine which rate is optimal and handle the return and periodic payments.

An Indian subsidiary follows an annual cycle under both company law and tax law. It must hold an Annual General Meeting within six months of the financial year end, file its audited financial statements with the Registrar of Companies in Form AOC-4 within 30 days of that meeting, and file its annual return in Form MGT-7 within 60 days. Directors complete their annual DIR-3 KYC, and the company files its income tax return and any TDS returns. Event-based filings also arise whenever shares, directors, or the registered office change. We maintain the calendar and prepare each filing to its deadline.

Yes. Every company incorporated in India must have its accounts audited by an independent Chartered Accountant each year, regardless of turnover or size. The company appoints its first auditor shortly after incorporation, and the auditor's report supports the financial statements filed with the Registrar of Companies. This statutory audit is separate from any tax audit that may apply once turnover crosses the prescribed limit. We coordinate the audit and the related filings so the annual accounts close on time.

A foreign-owned subsidiary has a few filings beyond the standard ones. It files a declaration of its significant beneficial owners in Form BEN-2, identifying the individuals who ultimately own or control the company, and it reports its foreign investment to the Reserve Bank of India each year. Where the parent provides funding or the group transacts with the subsidiary, further FEMA and transfer pricing reporting can apply. We identify the foreign-ownership filings the specific structure triggers and keep them current alongside the routine annual compliance.