Foreign Company Registration in India

India has moved from 142nd to 63rd on the World Bank's Ease of Doing Business Index, and the MCA's SPICe+ platform has genuinely compressed the incorporation timeline. But the distance between a digital portal and a fully operational entity is not measured in clicks — it is measured in regulatory clearances, each with its own timeline, documentation standard, and institutional logic.

A foreign company incorporating a subsidiary in India must navigate the Ministry of Corporate Affairs (MCA) for company incorporation, the Reserve Bank of India (RBI) for FEMA compliance, the Income Tax Department for PAN and TAN, the GST network for indirect tax registration, the Employees' Provident Fund Organisation (EPFO) and Employee State Insurance Corporation (ESIC) for social security, the relevant State authorities for Professional Tax and Shop & Establishment licence, and sector-specific regulators (FSSAI, CDSCO, TRAI, SEBI, RBI) depending on the business activity.

Each of these registrations feeds into the next. You cannot file FC-GPR without a PAN. You cannot open a bank account without a Certificate of Incorporation. You cannot register for GST without a bank account. The sequence matters, the timelines interlock, and a delay at one stage cascades through the entire process.

AMLEGALS manages this end-to-end — not as a document filing service, but as a strategic advisory that ensures each step is executed in the correct sequence, with the correct documentation, within the regulatory timeline. Our corporate registration practice: Corporate Commercial Advisory.

Not every foreign company needs — or wants — an incorporated subsidiary. Branch Offices and Liaison Offices provide alternative structures for companies testing the Indian market, executing specific projects, or establishing a communication and promotion channel before committing to full incorporation.

The Branch Office route permits commercial activities: export/import, professional services, research, IT services, and representing the foreign parent. The foreign entity must demonstrate a net worth of at least USD 100,000 and a profit-making track record for 5 years. Applications are filed through the Authorized Dealer bank using Form FNC, which the AD bank submits to the RBI's Central Office. Approval timelines range from 4-8 weeks, depending on the sector and the complexity of proposed activities. Post-approval, the BO obtains a Unique Identification Number (UIN) and must submit an Annual Activity Certificate to the AD bank confirming that activities remained within the approved scope.

The Liaison Office is the lightest-touch structure: no revenue generation, no commercial activity, no contract execution. It exists solely to represent the parent, promote its products/services, and act as a communication channel. Net worth requirement: USD 50,000, profit track record: 3 years. The LO must not engage in any activity that could be construed as trading, manufacturing, or professional services — doing so risks PE determination and retrospective tax liability.

See our detailed guides: Liaison Office Setup and Branch Office Incorporation.

No Indian entity can function without a bank account — and for foreign-owned entities, the bank account is not just operational infrastructure, it is the FEMA compliance channel. The choice of bank determines the quality of FEMA reporting, the speed of cross-border transactions, and the efficiency of regulatory filings for the life of the entity.

For a WOS: the company can open a current account with any scheduled commercial bank. However, AMLEGALS recommends opening the primary account with an Authorized Dealer Category-I bank that has a strong FEMA desk — because the same bank will handle FC-GPR filings, FLA returns, share transfer reporting, and ECB documentation. An interim account can be opened pre-incorporation to receive the initial share subscription money from the foreign parent.

For Branch Offices and Liaison Offices: the account must be opened with the same AD Category-I bank that processed the RBI approval application. This bank becomes the entity's FEMA reporting channel for its entire operational life in India.

Documentation requirements include: Certificate of Incorporation, PAN card, Board Resolution for bank operations (specifying authorised signatories and transaction limits), KYC documents of all directors and authorised signatories (passport, address proof, photograph), and proof of registered office. Most banks require 2-4 weeks for account activation, though some offer expedited processing for pre-existing banking relationships.

The Certificate of Incorporation unlocks the next phase: tax registrations that must be completed before the entity can invoice, hire, or transact. PAN and TAN are allotted through the SPICe+ process itself, but GST registration, Professional Tax, and TDS compliance require separate applications.

GST registration is mandatory for most foreign subsidiaries: any entity making inter-state supplies, supplying through e-commerce platforms, or with aggregate turnover exceeding Rs. 20 lakhs must register. The GST application is filed on the portal with the company PAN, incorporation certificate, registered office proof, bank account details (a bank account statement showing the entity name), and authorised signatory details. For foreign directors who do not have Aadhaar, physical verification of the registered office premises is required — adding 2-3 working days to the process.

TDS compliance begins from the first payment — salary payments, rent, professional fees, contractor payments, and inter-company charges all attract TDS obligations with quarterly return filings and annual TDS certificates. Professional Tax registration is required in states where the entity has employees (rates vary from Rs. 200 to Rs. 2,500 per month per employee depending on the state). Shop and Establishment registration is required within 30 days of commencing business at the registered office address.

AMLEGALS coordinates all post-incorporation registrations as an integrated workstream, ensuring that the entity can commence operations within the planned timeline without registration gaps that delay invoicing or employee onboarding.

After handling hundreds of foreign company registrations, the pattern of failures is disturbingly consistent. The same mistakes repeat because they arise from assumptions that hold in other jurisdictions but fail in India's regulatory architecture.

Apostille failures: Documents from the parent company must be apostilled in the country of incorporation (for Hague Convention countries) or attested by the Indian Embassy/Consulate. Expired notarisations, incorrect apostille formats, and missing chain-of-authentication certificates delay incorporation by 3-6 weeks.

Name rejection: MCA's automated system rejects names that are identical or deceptively similar to existing company names or registered trademarks. Generic names, names using restricted words ('India,' 'National,' 'Government'), and names that suggest government affiliation are routinely rejected. Submitting 2-3 alternative names with the initial reservation avoids restart delays.

Resident director gap: The mandatory Indian resident director requirement (120 days in India in the preceding calendar year) catches many foreign companies off-guard. Appointing a director who does not meet the residency criterion at the time of filing results in MCA rejection.

FC-GPR deadline miss: The 30-day window for FC-GPR filing starts from share allotment, not from incorporation or bank account opening. Companies that delay bank account opening beyond 2 weeks post-incorporation risk breaching the FC-GPR timeline, triggering FEMA compounding proceedings.

Object clause mismatch: An overly narrow MOA object clause requires amendment (special resolution + MCA filing) if the entity later expands its business activities. An overly broad clause may attract regulatory scrutiny. AMLEGALS drafts object clauses that balance precision with operational flexibility.