Scope
This page covers the incorporation steps for a wholly owned private limited company, the vehicle most foreign investors use. The full ten-step sequence from decision to first invoice, including capital, FEMA reporting and GST, is on the set-up roadmap. Points specific to LLPs and to branch, liaison and project offices are noted at the end.
Times are given only where a rule fixes them. The Registrar’s processing time and the time to prepare documents abroad are not fixed by rule and vary by case.
Who can form the company
| Requirement | Rule |
|---|---|
| Shareholders | At least 2, up to 200 |
| Directors | At least 2, one of whom meets the 182-day residence test in India |
| FDI approval | None on the automatic route without a land-border owner; otherwise the government route applies first |
| Registrar filing | SPICe+ with the Registrar of Companies through the MCA Central Registration Centre |
If any beneficial owner in the chain is from a land-border country, approval or a prior report comes before incorporation can be relied on; see land-border investors.
The incorporation steps
- Prepare and apostille the parent’s documents. The parent’s constitutional documents, the board resolution authorising the Indian subsidiary, and the identity papers of the foreign subscribers and proposed directors are notarised and then apostilled or legalised in the parent’s jurisdiction. Authorities involved: the parent company, a notary and the apostille authority.
- Obtain a digital signature certificate and director identification numbers. A digital signature certificate is needed for at least one proposed director. Director identification numbers (DINs) are applied for within the SPICe+ form itself. Authorities: a certifying authority; MCA through SPICe+.
- Reserve the company name. The proposed name is checked against existing companies and registered trademarks, then reserved through the RUN service or within SPICe+. Authority: MCA.
- 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 at the same time. Foreign subscribers attach a signed physical memorandum and articles of association. Authority: MCA Central Registration Centre.
- Receive the certificate of incorporation. The Central Registration Centre scrutinises the documents and may ask for changes. On incorporation the company’s CIN, PAN and TAN are allotted. Authority: Registrar of Companies (Central Registration Centre).
Documents to have ready
From the steps above, the documents a foreign parent supplies are:
- the parent’s constitutional documents;
- a board resolution of the parent;
- identity papers of the foreign subscribers and of each proposed director;
- a signed physical memorandum and articles of association from the foreign subscribers;
- a digital signature certificate for at least one proposed director.
All documents executed abroad are notarised and apostilled or legalised before filing. Plan for this to happen in the parent’s jurisdiction before the Indian filing starts; it is the step most often outside the Indian team’s control.
Deadlines that start on incorporation
| Event | Deadline | Where |
|---|---|---|
| Allot shares after capital is received | Within 60 days of receipt; refund within the following 15 days if not allotted | Company and authorised dealer bank |
| Report the share issue in Form FC-GPR | Within 30 days of issue | RBI FIRMS portal |
| Declare commencement of business | Within 180 days of incorporation, and before starting business; confirms receipt of the subscription money and verification of the registered office | MCA |
| Register for GST, if not done through AGILE | Low-risk applicants can opt for automated registration within three working days | GST portal |
Shares issued to the non-resident parent may not be priced below fair value set by a SEBI-registered merchant banker or chartered accountant, with the valuation under 90 days old. The later filings, including the annual FLA return by 15 July, are on the FEMA compliance calendar.
After the certificate
The first board meeting appoints the first auditor and opens the statutory registers. Registrations under the shops and establishments law, professional tax, EPFO and ESIC follow as applicable, with the state labour department, EPFO and ESIC. Importers and exporters also need an Importer-Exporter Code from DGFT.
LLPs and offices of the foreign company
- LLP. At least 2 designated partners, one resident in India. The LLP agreement is filed with MCA within 30 days of incorporation, and capital received from a non-resident is reported in Form LLP (I) within 30 days of receipt. FDI into an LLP uses the automatic route only in sectors fully open under that route with no FDI-linked performance conditions.
- Branch, liaison and project offices. These are not incorporated. They are opened through an authorised dealer bank under RBI’s Master Direction, with RBI approval in specified cases such as defence and telecom. See entry vehicles.
What to check next
- Confirm the sector is on the automatic route and that no land-border owner sits in the chain before preparing documents.
- Identify the director who will meet the 182-day residence test, and obtain a digital signature certificate early.
- Book notarisation and apostille in the parent’s jurisdiction before the name is reserved, so the signed MoA and AoA are ready for filing.
- Decide whether to request GST, EPFO and ESIC through AGILE at incorporation or separately afterwards.
- Diary the 60-day allotment, 30-day FC-GPR and 180-day commencement deadlines from the date each is triggered.