Scope
This roadmap covers a wholly owned private limited company in a sector open to 100% FDI on the automatic route, with no land-border beneficial owner. If the sector needs government approval, or a land-border owner is in the chain, approval comes first (see FDI routes and caps and land-border investors).
The sequence runs from decision to first invoice. Times are shown only where a rule fixes them; state registrations depend on location and activity. The incorporation steps (1 to 5) are explained in more detail on incorporation. Elsewhere, the elapsed time depends on how quickly documents are ready and on the authority’s processing.
The ten steps
| Step | What happens | Time fixed by rule | Authority |
|---|---|---|---|
| 1. Prepare and apostille parent documents | Constitutional documents, board resolution and identity documents of foreign subscribers and directors notarised and apostilled or legalised | None | Parent company; notary; apostille authority |
| 2. Obtain DSC and DINs | Digital signature certificate for at least one proposed director; DINs applied for within SPICe+ | None | Certifying authority; MCA |
| 3. Reserve the company name | Check against existing companies and trademarks; reserve through RUN or SPICe+ | None | MCA |
| 4. File SPICe+ with MoA, AoA and AGILE | One filing covers incorporation, DIN, PAN and TAN; AGILE can also obtain GST, EPFO and ESIC registrations; foreign subscribers attach a signed physical MoA and AoA | None | MCA Central Registration Centre |
| 5. Receive the certificate of incorporation | Scrutiny by the Central Registration Centre, which may ask for changes; CIN, PAN and TAN allotted | None | Registrar of Companies (CRC) |
| 6. Open a bank account and bring in capital | Share capital received through an authorised dealer bank; shares allotted at not less than fair value | Within 60 days of receipt | Authorised dealer bank; board |
| 7. Report the share issue | Form FC-GPR for shares issued to the foreign parent | Within 30 days of issue | RBI FIRMS portal |
| 8. Declare commencement of business | Confirms receipt of subscription money and verification of the registered office | Within 180 days of incorporation | MCA |
| 9. Register for GST and obtain an IEC | If not done through AGILE, apply for GST; low-risk applicants can opt for automated registration; importers and exporters also need an Importer-Exporter Code | GST: 3 working days | GST portal; DGFT |
| 10. First board meeting and staff registrations | Appoint first auditor; set up statutory registers; shops and establishments, professional tax, EPFO and ESIC as applicable | None | Board; state labour department; EPFO; ESIC |
Notes on the critical steps
Parent documents (step 1)
Foreign subscribers also attach a signed physical copy of the memorandum and articles of association to the SPICe+ filing. Plan for the signing, notarisation and apostille to happen in the parent’s jurisdiction before the Indian filing can start.
Capital and pricing (steps 6 and 7)
Shares issued to a non-resident in an unlisted company may not be priced below fair value, as determined by a SEBI-registered merchant banker or a chartered accountant. The valuation must be less than 90 days old. If shares are not allotted within 60 days of receiving the money, the amount must be refunded within the following 15 days. The FC-GPR must then be filed on the RBI FIRMS portal within 30 days of the share issue.
Commencement of business (step 8)
The company must file its declaration within 180 days of incorporation and before it starts business.
GST (step 9)
Since 1 November 2025, applicants whose tax on supplies to registered persons stays within ₹2.5 lakh a month, and other low-risk applicants, can opt for automated GST registration within three working days. Others follow the standard process. See GST and customs.
People (step 10)
The four Labour Codes, in force from 21 November 2025, require a written appointment letter for every employee and introduce a single registration and return. State rules also apply. See Labour Codes.
Note: For a captive technology or services centre, the GCC set-up roadmap adds location choice, office and STPI or SEZ registration, state incentive registration and the inter-company transfer-pricing agreement.
After incorporation
Ongoing FEMA reporting (annual FLA return by 15 July, FC-TRS on share transfers, downstream investment filings) is set out in the FEMA compliance calendar. Annual financial statements, the annual return, director KYC and beneficial-ownership returns also apply; confirm their current dates with your company secretary before the first year end.
What to check next
- Confirm that the sector is on the automatic route and that no land-border beneficial owner sits anywhere in the chain.
- Book the apostille process in the parent’s jurisdiction early; it is the step most often outside the Indian team’s control.
- Commission the fair-value report so that it is still under 90 days old when shares are allotted.
- Diary the 60-day allotment, 30-day FC-GPR and 180-day commencement deadlines from the date each is triggered.
- Check eligibility for automated GST registration and any state incentive that must be applied for before investment starts.