Ten technology-specific steps
Steps specific to technology businesses. Incorporation and general registrations are covered in the general set-up pages and summarised below.
- Choose the India operating model. Decide between a subsidiary for delivery or R&D, an Indian reseller for cloud sales, or remote supply. Above ₹2 crore of payments from India or 300,000 users, significant economic presence rules can apply. Who: board and tax adviser.
- Confirm the FDI route. Software, IT services and data centres are 100% automatic. Land-border beneficial ownership above 10%, or with control, needs government approval under Press Note 2 (2026). Who: DPIIT; FIF/NSWS portal.
- Pick STP, SEZ or a domestic unit. An STP unit needs approval from the regional STPI Director, an IEC and an export contract, then signs an export obligation agreement. SEZ units deal with the zone’s Development Commissioner. Who: STPI; SEZ Development Commissioner.
- Register IEC and GST. Obtain the Importer-Exporter Code, needed for STP approval and imports, and GST registration before making taxable supplies. Who: DGFT; GST portal.
- Set the transfer-pricing model. For a captive IT-services entity, compare the 15.5% safe harbour in the Income-tax Rules 2026 (threshold ₹2,000 crore, five-year option) with a unilateral APA, which is to be fast-tracked. Who: CBDT.
- Prepare for DPDP compliance. Map personal data flows, notices and consent: DPDP core obligations apply from 13 May 2027. Cross-border transfers are allowed by default unless restricted by government notification. Who: Data Protection Board of India.
- Apply for state incentives. Register under the state IT policy. Uttar Pradesh, for example, pays its 10% capital subsidy in annual instalments over five years after commercial operations begin. Who: state IT department or agency.
- Claim central schemes. Seek DPIIT start-up recognition, and an Inter-Ministerial Board certificate for the s.140 holiday; apply for IndiaAI compute through the AI compute portal. Chip-design support requires Indian ownership. Who: DPIIT; MeitY (IndiaAI).
- Hire and claim the ELI. Jobs created between 1 August 2025 and 31 July 2027 can earn employers up to ₹3,000 a month per additional employee for two years. The four Labour Codes apply from 21 November 2025. Who: Ministry of Labour and Employment.
- Cloud sellers: seek notification. A foreign cloud company using Indian data centres must be notified by the Central Government, sell to Indian users only through an Indian reseller and furnish prescribed information. Who: CBDT.
Before claims are made
- Register under the state policy before commercial operations begin; disbursal schedules, such as Uttar Pradesh’s five annual instalments, start from that date.
- Hold DPIIT start-up recognition and the Inter-Ministerial Board certificate before claiming the s.140 holiday.
- Have the IEC in hand before applying for STP approval.
- Confirm Indian ownership and control before applying for Semicon 2.0 or DLI design support.
- Obtain the Central Government notification before treating data-centre income as exempt.
Entry vehicles
Most investors use a private limited subsidiary; offices serve narrow aims. A company or LLP is an Indian resident entity. Branch, liaison and project offices are extensions of the foreign parent, opened through an authorised dealer bank under RBI rules. The generic page is entry vehicles.
| Vehicle | What it may do | Approval needed | Suits |
|---|---|---|---|
| Wholly owned subsidiary (private limited company) | Any lawful business within its objects and the FDI policy. At least 2 shareholders (up to 200) and 2 directors, one meeting the 182-day residence test. | None on the automatic route without a land-border owner; else government route. Incorporated with the Registrar through SPICe+. | Operating businesses that want full control and limited liability. |
| Joint venture company | As a subsidiary, with an Indian partner; caps and conditions apply to the total foreign stake. | As for the sector. Land-border investors taking up to 49% in a fast-track sector, where resident Indians keep majority ownership and control, have a 60-day decision target. | Capped sectors, or where a partner brings licences, land or customers. |
| Limited liability partnership (LLP) | Business with partnership-style governance and limited liability; at least 2 designated partners, one resident. LLP agreement filed within 30 days. | Automatic route only in sectors fully open under the automatic route with no FDI-linked performance conditions. | Service businesses in fully open sectors. |
| Branch office | Activities RBI permits for branches, such as export and import, consultancy and research on behalf of the parent. | Authorised dealer bank; parent needs a sound financial track record. RBI approval in specified cases, such as defence or telecom. | Serving Indian clients directly without a subsidiary. |
| Liaison office | Represents the parent in India; may not carry on business. Valid generally for three years. | Authorised dealer bank, with the same track-record test and RBI referral cases as a branch. | Market study and relationship building before committing capital. |
| Project office | Executes a specific contract in India; valid for the tenure of the project. | Authorised dealer bank under RBI’s project office rules. | Contractors delivering a defined Indian project. |
| No entity yet: distributor or employer of record | Sell through an Indian distributor or importer; engage staff through a third-party employer of record. | None for the foreign company itself. | Testing demand; review tax and contract exposure first. |
For technology groups the choice maps to step 1: a subsidiary for delivery or R&D, an Indian reseller (a separate Indian company) for cloud sales, or remote supply with no entity. A joint venture is the route where Semicon 2.0 design support requires Indian ownership and control.
Incorporation: ten steps for a foreign-owned company
The sequence for a private limited subsidiary in an automatic-route sector. Times are shown only where a rule fixes them; state registrations depend on location and activity. The generic page is incorporation.
- Prepare and apostille parent documents. Constitutional documents, board resolution and identity papers of foreign subscribers and directors are notarised and apostilled or legalised. Who: parent company; notary; apostille authority.
- Obtain digital signatures and DINs. A digital signature certificate for at least one proposed director. Director identification numbers are applied for within the SPICe+ form. Who: certifying authority; MCA (SPICe+).
- Reserve the company name. Check the name against existing companies and registered trademarks, then reserve it through RUN or within SPICe+. Who: MCA (RUN or SPICe+).
- File SPICe+ with the MoA, AoA and AGILE. One integrated filing covers incorporation, DINs, PAN and TAN. The linked AGILE form can also obtain GST, EPFO and ESIC registrations. Foreign subscribers attach a signed physical MoA and AoA. Who: MCA Central Registration Centre.
- Receive the certificate of incorporation. The Central Registration Centre scrutinises the documents and may ask for changes. The CIN, PAN and TAN are allotted on incorporation. Who: Registrar of Companies (CRC).
- Open a bank account and bring in capital. Receive share capital through an authorised dealer bank and allot shares within 60 days of receipt, priced at not less than fair value. Who: authorised dealer bank; board. Within 60 days.
- Report the share issue (FC-GPR). File Form FC-GPR for shares issued to the foreign parent that count as FDI. Who: RBI FIRMS portal. Within 30 days of issue.
- Declare commencement of business. Declare receipt of the subscription money and verify the registered office before starting business. Who: MCA. Within 180 days.
- Register for GST and obtain an IEC. If not done through AGILE, apply for GST; low-risk applicants can opt for automated registration within three working days. Importers and exporters also need an Importer-Exporter Code. Who: GST portal (3 working days); DGFT.
- First board meeting; staff registrations. Appoint the first auditor and open statutory registers. Obtain shops and establishments, professional tax, EPFO and ESIC registrations as applicable. Who: board; state labour department; EPFO; ESIC.
What to check next
- Settle the operating model (subsidiary, Indian reseller or remote supply) before incorporating; it determines which of the ten steps apply.
- Screen the ownership chain for land-border beneficial owners before filing on the FIF/NSWS portal.
- Line up the IEC, the export contract and the STPI application so the export obligation agreement is signed before the first export invoice.
- Decide between the safe harbour and an APA in the first year, because the safe harbour option can run for five years.
- Put the FC-GPR (30 days), share allotment (60 days) and commencement (180 days) deadlines in the company calendar on day one.