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Entry structures
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India at a glance
Knowledge
Inbound investment · FDI · FEMA · Structuring

Enter India without a regulatory surprise.

India rewards the prepared and punishes the improvised. The statute does not change after you land — your reading of it does. We structure the entry so that year two is as clean as year one.

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The four questions that decide everything
01
Which vehicle — and what will it cost you to leave it?
02
Is your sector on the automatic route, or does it need Delhi to say yes?
03
How does capital come in, and how do profits get out?
04
Who in India is personally on the hook when a filing is late?
Get these wrong and you restructure in year two — at four times the cost of getting them right now.
The short answer
Most foreign investors enter India through a wholly owned subsidiary incorporated as a private limited company under the Companies Act 2013, on the automatic route, which means the investment is reported after the capital arrives rather than approved before it. Incorporation takes three to five weeks. Being able to invoice and pay salaries lawfully takes eight to twelve, once the bank account, FC-GPR reporting under FEMA, state-wise GST registration and payroll registrations are complete.
01  Two directors, one resident in India for 182+ days
02  FC-GPR within 30 days of allotment
03  GST registration per state of supply
04  DPDPA applies from the first hire
28 yrs
In practice since 1998, advising inbound investors
10
Offices across India
19
Jurisdiction guides in the knowledge library, from the US to Japan
ISO
9001:2015 certified practice management
8
Sequenced stages from board approval to first invoice
FILM
India entry in ninety seconds
‖ Pause
Chapter 01  ·  States and union territories
28
India is not one jurisdiction.
Labour, land, stamp duty and the courts are all state matters. Where you land changes what you owe.
Chapter 02  ·  Foreign investment routes
2
Two ways in.
Automatic route: you report after the money arrives. Government route: you ask before it does.
Automatic route
Most sectors
Government route
Listed sectors only
Chapter 03  ·  Entry structures available
6
Six vehicles. One is yours.
Liaison office, branch, subsidiary, joint venture, LLP or acquisition. Choose on lifetime tax and exit cost, never on setup cost.
LO
BO
WOS
JV
LLP
M&A
Chapter 04  ·  The entry roadmap
8
Eight stages to a lawful invoice.
Board approval to first invoice. Sequenced properly, eight to twelve weeks — not the two weeks the certificate suggests.
Chapter 05  ·  Year one, month by month
12
Year one is a calendar.
Entries do not fail at incorporation. They fail in month eighteen, on a recurring filing nobody was named to own.
Chapter 06  ·  AMLEGALS India Entry practice
1
One file. One partner accountable.
The person who gave you the structure advice signs the filings and takes the call when the notice arrives.
Enter India without a regulatory surprise
01
28 jurisdictions
02
Two routes in
03
Six vehicles
04
Eight stages
05
The year-one calendar
06
One accountable file
A ninety-second orientation, not advice. Figures are indicative and must be verified as on the date of your transaction.
01
Structure selector

Three answers. One recommended vehicle.

A working model of the first conversation we have with every inbound client. Indicative only — the operative answer turns on your sector, your money flow and your exit.

Q1
What do you intend to do in India first?
Understand the market before committing
No revenue, no contracts, 12–24 months
Sell goods or services and invoice locally
Revenue from India, in India
Deliver services to the group or to clients abroad
India as a capability, not a market
Acquire an existing Indian business
Buy revenue, licences and people
Q2
How much control must headquarters retain?
Total — 100% ownership, no local partner
Control over strategy and books
Shared — a local partner adds real access
Distribution, licences, land
The parent will contract in its own name
No separate Indian company
Q3
What is your horizon in India?
Under three years, testing the thesis
Optionality matters more than tax
A decade or more, building a business
Lifetime tax and exit cost matter most
Reset selection
Indicative recommendation
Wholly Owned Subsidiary
MOST COMMON STARTING POINT — ANSWER THE THREE QUESTIONS
A private limited company under the Companies Act 2013, 100% held by the foreign parent. Full operating freedom, ring-fenced liability, the lowest effective tax band and a clean instrument to sell later.
Approval
Automatic route*
Can invoice
Yes, unrestricted
Setup
3–5 weeks
Tax
22–25% effective
Where it usually goes wrong
Two directors are needed and one must be resident in India. Nominee arrangements made casually at incorporation become a governance and beneficial-ownership problem at the first diligence.
02
The entry roadmap

From board approval to first lawful invoice.

Eight stages, sequenced. Select any stage to see the deliverables, the authority you file with, and the failure mode we see most often.

01
Entry decision
Week 0–2
02
Name & charter
Week 2–3
03
Incorporation
Week 3–5
04
Capital inflow
Week 4–7
05
Tax registration
Week 5–8
06
People
Week 6–10
07
Data & contracts
Week 8–12
08
Steady state
Ongoing
The entry decision
Before a single form is filed we settle four things: the vehicle, the sectoral route, the money flow into India and the way you will one day get out. Everything downstream is mechanical once these are right.
Deliverables
—
Structure options memorandum
—
Sectoral route confirmation
—
Indicative tax and FEMA position
—
Exit and repatriation outline
Authority you file with
DPIIT policy
FEMA NDI Rules
Failure mode
Choosing the vehicle to minimise setup cost rather than lifetime tax and exit cost.
03
Compliance readiness diagnostic

Year one is where entries quietly break.

Incorporation is a week of work. Staying incorporated is a calendar. Tick what your India entity already has in place.

0%
Readiness
Nothing ticked yet. Work down the list — most entities discover three or four items they assumed somebody else owned.
Statutory auditor appointed within 30 days
Section 139, Companies Act 2013
One-time
Board meetings held four times a year
Minimum gap discipline and minuted resolutions
Quarterly
GST returns filed in every registered state
GSTR-1 and GSTR-3B, reconciled to books
Monthly
TDS deducted, deposited and returned
Vendor and payroll withholding
Monthly / Quarterly
FC-GPR filed for every allotment
Within 30 days, on the FIRMS portal
Per event
Annual Return on Foreign Liabilities and Assets
FLA return to RBI by 15 July
Annual
RoC annual filings — AOC-4 and MGT-7
Financials and annual return
Annual
PF and ESI contributions current
Including contractor workforce
Monthly
POSH internal committee constituted
And the annual report actually filed
Annual
DPDPA notice, consent and grievance route live
Personal data of employees counts
Continuous
Related-party transactions approved and documented
Intercompany pricing with a defensible basis
Per event
Transfer pricing study and Form 3CEB
Any cross-border intercompany dealing
Annual
04
Who you will answer to

Eight regulators. One coordinated file.

MCA
Ministry of Corporate Affairs
Incorporation, charter documents, annual filings and director compliance.
RBI
Reserve Bank of India
FEMA, capital inflow, FDI reporting, repatriation and the FLA return.
DPIIT
Dept. for Promotion of Industry and Internal Trade
The Consolidated FDI Policy, sectoral caps and government-route approvals.
CBDT
Income Tax Department
PAN and TAN, withholding, transfer pricing and permanent establishment.
GSTN
Goods and Services Tax Network
State-wise registration, monthly returns and input credit integrity.
DGFT
Directorate General of Foreign Trade
Import-export code, licences and schemes where goods cross the border.
DPB
Data Protection Board of India
DPDPA enforcement, breach intimation and data principal complaints.
EPFO
Labour and Social Security Authorities
Provident fund, ESI, state labour registrations and inspections.
05
Practice lines

Everything the entry touches, under one file.

PL 01
Structuring & FDI
Vehicle selection, sectoral route analysis, FEMA and pricing compliance, capital inflow reporting and the repatriation path, designed together rather than sequentially.
FEMA
FDI policy
FC-GPR
PL 02
Tax & GST
Entry tax modelling, permanent establishment risk, place-of-supply analysis, credit chain design and representation when the assessment arrives.
GST
Withholding
Transfer pricing
PL 03
Contracts
India-enforceable commercial documentation — distribution, supply, services, technology transfer — drafted for an Indian forum rather than translated from a global template.
Drafting
Vetting
CLM
PL 04
Data & DPDPA
Notice and consent architecture, cross-border transfer positions, breach readiness and significant data fiduciary obligations, built into the entity from day one.
DPDPA 2023
Consent
Breach
PL 05
Employment
Contract architecture, statutory registrations, contractor classification risk, POSH compliance and the separations that would otherwise become claims.
PF & ESI
POSH
Handbook
PL 06
Disputes & exit
Arbitration and litigation across courts and tribunals, plus the wind-down, share transfer or sale that every entry eventually requires.
Arbitration
Writs
IBC
06
Jurisdiction desks

We speak your home regulator's language too.

A German board paper, a Japanese ringi, a US audit memo and an Indian board resolution are not the same document. Our desks translate the decision, not just the words — then hand your headquarters a file it can actually approve.

East Asia
Japan
Consensus-led decisions, bilingual documentation.
East Asia
Korea
Manufacturing entries and supplier ecosystems.
North America
United States
Indemnity-led drafting and audit-grade records.
Europe
Germany
Compliance matrix before the first meeting.
Europe
Netherlands & Nordics
Holding structures and treaty positions.
Middle East
UAE & GCC
Trading, logistics and family office capital.
Asia
Singapore
The most used route into India. Substance matters.
Global
UK & Others
Services entries and professional practices.
07
Questions we are asked first
How long does it actually take to be operating in India?
−
A wholly owned subsidiary can be incorporated in three to five weeks. Being operational is a different question: bank account, capital inflow with FC-GPR reporting, GST registration in each state of operation and payroll registrations typically put you at eight to twelve weeks before you can lawfully invoice and pay a salary. Anyone quoting two weeks is quoting the certificate, not the capability.
Do we need an Indian partner?
+
What is the resident director requirement?
+
Can we bring profits back out?
+
How does the DPDPA affect a new India entity?
+
What does an entry go wrong on, most often?
+
08
Timeline and obligation estimator

Four inputs. An honest picture of the workload.

Indicative ranges based on how mandates of this shape typically run. It is an orientation tool, not a quotation, and not advice on your matter.

Vehicle
Liaison office
Branch office
Wholly owned subsidiary
Joint venture
LLP
Acquisition
Selected: Wholly owned subsidiary
States you will supply from
1
2
3 to 5
6 or more
Selected: 1
India headcount in year one
Under 10
10 to 50
50 to 200
Over 200
Selected: Under 10
Personal data of customers
No
Yes
Selected: No
Goods crossing the border
No
Yes
Selected: No
Indicative output
5 to 9
Weeks to first lawful invoice
6
Registrations at entry
37
Recurring filings in year one
1
Partner accountable
Workstreams engaged
Structuring and FDI
Tax and GST
Contracts
Exit and repatriation
The count assumes revenue from India in the first year. GST returns dominate the recurring workload and scale directly with the number of states you supply from.
Ranges and counts are indicative, derived from how comparable mandates typically run, and will differ on your facts. They are not a fee quotation, not a commitment on timelines, and not legal advice. Statutory positions must be verified as on the date of your transaction.
How this work runs in practice

The shape of the work, in three profiles.

The India Entry practice is led by Anandaday Misshra, Founder and Managing Partner, with desk counsel drawn from the firm’s ten offices.

Semiconductors and electronics
East Asia
Structure memorandum, subsidiary incorporation and incentive-condition modelling for a component manufacturer establishing an Indian plant, through to a live compliance calendar.
Where it landed
Entity operational with capital reported on time and milestones modelled against the ramp plan.
Technology and AI services
North America
Capability centre setup with intercompany development agreement, employee IP assignment chain, transfer pricing basis and DPDPA architecture built at entry.
Where it landed
Centre staffed and invoicing with the documentation a later diligence would ask for already on file.
Industrial manufacturing
Europe
Joint venture structuring with reserved matters calibrated to the sectoral conditions, technology licence with exit continuity, and the shareholders agreement reflected in the articles.
Where it landed
Venture closed with a deadlock mechanism the parties have never needed to use.
Illustrative mandate profiles. Details are generalised and anonymised; no client is identified or identifiable. Published for general information, not as a claim of result in any specific matter.
09
Entry readiness enquiry
Step 1 of 5

Five questions, so the first reply is useful.

Most enquiries take three exchanges before anyone can say anything specific. These five answers remove two of them.

01
Your plan
02
Sector
03
Home jurisdiction
04
Timing
05
Your details
What are you planning in India?
Establish a new India entity
Acquire an existing Indian business
Expand or restructure an existing India entity
Assess feasibility before committing
Your enquiry so far
Plan
—
Sector family
—
Home jurisdiction
—
Operational date
—
Completing the five steps opens a pre-filled email to our India Entry practice. Nothing is transmitted from this page until you send it, and no information is stored here.
Send the enquiry
Or write to us directly
info@amlegals.com
+91 84485 48549
10
Briefings and written material

Read us before you retain us.

R 01
The India Entry Handbook
A written orientation on structures, sectoral routes, the eight-stage roadmap and the year-one compliance calendar. Requested by email; sent as a PDF.
Request the handbook
R 02
Quarterly India Entry Briefing
A quarterly written briefing on what changed in the FDI policy, FEMA reporting, GST and the DPDPA, and what it means for an inbound entity.
Register interest
R 03
Regulatory update alerts
Short notes when a position in this library changes — an amended cap, a new route, a notified rule. Sent only when something has actually changed.
Subscribe to updates
Material is published for general information. Requesting it does not create an advocate-client relationship. Any personal data you send is processed only to respond to your request and to send the material you have asked for, and you may withdraw that consent at any time by writing to info@amlegals.com.
11
Deep dives — AI, semiconductors, deeptech, engineering

50 long-form notes on the sectors that are actually moving.

Each carries three original figures, an at-a-glance panel and what to take from it. Written for the decision, not for the search engine — though they answer the question a decision-maker actually types.

AI company setup in India
How to set up an AI company in India: structure, ownership and the first legal decisions
3 figures · Read the note →
DPDPA compliance for AI
DPDPA compliance for AI products: consent, purpose limitation and the erasure problem
3 figures · Read the note →
AI training data copyright India
Training data in India: copyright, licensing and why fair dealing rarely helps
3 figures · Read the note →
AI governance framework India
Building an AI governance framework for an Indian subsidiary
3 figures · Read the note →
AI capability centre India
Setting up an AI or machine learning capability centre in India: tax, secondment and IP
3 figures · Read the note →
AI medical device regulation India
AI in healthcare in India: device classification, telemedicine and clinical liability
3 figures · Read the note →
See all 50 deep dives →
Knowledge library
285 notes on entering and operating in India.
Sector by sector, country by country, city by city, obligation by obligation — each note states the position, what it costs to get wrong, and how we run it in practice.
Browse the library →
India entry assessment
A considered read on your entry, before you commit capital.
Structure, sectoral route, tax and FEMA exposure, licence map, employment model, data obligations and the exit you have not yet considered — in one memorandum your board can act on.
01
Recommended vehicle, with the two alternatives and why they lose
02
Sectoral route, cap and the conditions that actually apply to you
03
Indicative tax position, PE exposure and repatriation model
04
Licence and registration map, sequenced with realistic timelines
05
Employment and data obligations from your first India hire
06
Exit routes, costed — sale, transfer and wind-down
Start the conversation
Company
Registered name of the investing entity
Home jurisdiction
Where the parent is incorporated
Intended activity in India
Sell, manufacture, service, acquire
Work email
name@company.com
Send enquiry
Or reach us directly
info@amlegals.com
+91 84485 48549
Ahmedabad · Bengaluru · Chennai · Kolkata · Mumbai · New Delhi · Prayagraj · Pune · Surat · Vadodara
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Notice. As per the rules of the Bar Council of India, law firms are not permitted to solicit work or advertise. The material on this page is published for general information only. It is neither an advertisement nor a solicitation, nor does it create an advocate-client relationship. Nothing here constitutes legal advice, and no reader should act on it without taking specific advice on their own facts. Statutory positions, FDI caps, approval routes, tax rates and timelines are indicative, change from time to time, and must be verified as on the date of the transaction.
Page last reviewed
September 2026
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