FOR FOREIGN OWNERS

Indian Subsidiary

Basic

Incorporation of company as Indian subsidiary of foreign company including 3 DSC, 2 DIN, 1 RUN Name approval, incorporation fee, MOA, AOA, incorporation certificate, PAN, TAN, GST registration, hard-copy share certificates, 50+ document formats, CITI Bank Current account, company kit and LEDGERS accounting software for providing estimates, invoices, tracking purchases, filing GST returns and generating GST eWay bill. Inclusive of government fee and GST.

Standard

Incorporation of company as Indian subsidiary of foreign company including 3 DSC, 2 DIN, 1 RUN Name approval, incorporation fee, MOA, AOA, incorporation certificate, PAN, TAN, GST registration, hard-copy share certificates, 50+ document formats, CITI Bank Current account, company kit, FDI reporting to RBI, commencement of business certificate, accounting, financial statement preparation, MCA annual return filing, income tax return filing and LEDGERS accounting software for providing estimates, invoices, tracking purchases, filing GST returns and generating GST eWay bill. Inclusive of government fee and GST.

 

Premium

 

Incorporation of company as Indian subsidiary of foreign company including 3 DSC, 2 DIN, 1 RUN Name approval, incorporation fee, MOA, AOA, incorporation certificate, PAN, TAN, GST registration, hard-copy share certificates, 50+ document formats, CITI Bank Current account, company kit, FDI reporting to RBI, commencement of business certificate, accounting, financial statement preparation, MCA annual return filing, income tax return filing, trademark filing and LEDGERS accounting software for providing estimates, invoices, tracking purchases, filing GST returns and generating GST eWay bill. Inclusive of government fee and GST.

 

India entry strategies for foreign corporates

The following are some of the India entry strategies for foreign corporates:

Private Limited Company

Incorporation of a LLP

Proprietorship or Partnership Firm

Proprietorship or Partnership Firm

 

 

FDI in Private Limited Company

Foreign Direct Investment (FDI) into an Indian Private Limited Company  or Limited Company is allowed upto 100% in most sectors. Only a very few industries require prior Central Government approval for investment by a foreign company or foreign national. The following industries require Government Approval for investment by Foreign Company or Foreign National:

• Petroleum sector (except for private sector oil refining), Natural gas / LNG pipelines.

• Investing in companies in Infrastructure

• Defence and strategic industries

• Atomic minerals

• Print Media

• Broadcasting

• Postal Services

• Courier Services

• Establishment and operation of Satellite

• Development of Integrated township

• Tea Sector

• Asset Reconstruction Companies 

 

 

Management and Shareholding Structure

A private limited company must have a minimum of two Shareholders and two Directors. A shareholder can be a person or a corporate entity. However, the Director has to be a person. Foreign nationals are allowed to become Directors of an Indian Private Limited Company.

The Board of Directors of the Indian Private Limited Company must have one Director who is both an Indian Citizen and Indian Resident. However, there is no requirement for the Indian Director to be a shareholder in the company. Hence, most foreign companies or foreign nationals prefer to incorporate a company in India with three Directors - two Foreign National Directors and one Indian National Director.

The 100% shares of the Indian Company can be held by a combination of Foreign Companies and/or Foreign Nationals. Indian private limited companies require a minimum of two shareholders mandatorily. Hence, one corporate entity or person cannot hold all the shares of an Indian Private Limited Company.

 

 

Obtaining Digital Signature for Foreign National Directors

A digital signature is required for filing the incorporation documents and continued compliance documents for a company. Hence,  Digital Signature  must be obtained for one or more Director(s) of the company.

The following documents and information are required for obtaining Digital Signature for a foreign national:

 

Foreign national is residing in the native country

• If native country is a signatory of Hague Convention: Proof of identity, address proof and photo on DSC application should be notarised by the Public Notary of that foreign country and apostilled by the competent authority of that foreign country.

• If native country is not a signatory of Hague Convention: Proof of identity, address proof and photo on DSC application should be notarised by the Public Notary of that foreign country and consularized by the competent authority of that foreign country

• Passport copy and application form with Photo (all attested).

 

Foreign national residing in India

The following documents should be certified by Individual's Embassy

• Resident Permit certificate issued by Assistant Foreigner Regional Registration Officer, an officer of Bureau of Immigration India.

• Passport

• Visa

• Application form with Photo (attested)

 

 

Name Approval

In parallel to the digital signature application process, name approval can be obtained for the proposed company. The name of the Indian Company must be unique and should end with the words "Private Limited". 

 

Filing for Incorporation of a Private Limited Company

Once name approval is obtained, incorporation documents can be filed with the Ministry of Corporate Affairs to incorporate the company. The incorporation documents to be filed includes affidavits & declarations from Directors, Memorandum of Association , Articles of Association  and Registered Office Address proof.

The affidavit and declarations from the Directors contain certain declaration from the Directors. Affidavit and declaration would have to be executed independently for each of the Director and notarized.

 

 

Memorandum of Association (MOA) & Articles of Association (AOA)

By subscribing to the MOA & AOA, the shareholders (either foreign companies or foreign nationals or Indian companies or Indian national) show their intention for becoming a shareholder in the company to be incorporated.

In case a Foreign Company is a subscriber to the MOA & AOA of the proposed Indian Company, the following documents pertaining to the foreign entity subscribing to the shares of the Indian Company must be submitted:

• Board resolution of the Foreign Entity authorising investment in shares of the Indian Company.

• Copy of the certificate of incorporation of the foreign entity.

• Copy of address proof for the foreign company.

On submitting the above documents along with the application for incorporation of a company, the Registrar would issue a Certificate of Incorporation for the Indian Private Limited Company, if the documents submitted are acceptable.

After obtaining the incorporation certificate, the Indian Company can apply for a PAN Card and take the necessary steps for opening a bank account for the company in India. IndiaFilings has exclusive relationships with various leading banks in India, including ICICI Bank, DBS and Citi Bank. We can help you seamlessly open a Business Current Account post-incorporation of the company - without having to visit India.

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