Formation of Foreign Company in India

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Formation of Foreign Company

What are the documents required for registration of Foreign Company in India?

Depending upon the way a foreign company start a business in India, the documentation also varies. However, let’s have look on documents required in each of way of doing business as discussed below in classification of company:

A. Wholly owned subsidiary Company:

Involvement of major acts and regulation, compliances and law to start a WOS Company in India:

  • Compliances required under the Companies Act, 2013
  • FEMA Compliances as per FEMA Act
  • DGFT (Director General of Foreign Trade) compliances
  • Annual Compliances under GST Act
  • Tax filing under the Income Tax Act, 1961
  • And other specific regulatory act, regulations depending upon the business type of company.

 Following documents are required for such foreign company registration in India:

    1. Address proof of the office (In case of a rented property, the latest electricity bill)
    2. For Indian citizen
    3. PAN card mandatory
    4. Address proof
    5. Photograph ID proof like Aadhar card.
    6. For foreign national
    7. Passport mandatory
    8. Address Proof
    9. Photograph ID Proof like any government license
    10. Documents submitted must be certified by the Indian Consular or consulate.

B. Joint Venture: Abiding by Conditions and clauses which are stated under the Joint Venture are required for fulfil according to following.

    1. RBI or FIPB (Foreign Investment Promotion Board) approval.
    2. Annual Compliances under GST Act
    3. Tax filing under the Income Tax Act, 1961

 In case of joint venture, well contract is drafted, hence the following points to be taken care of by parties involved:

  • Dispute resolution agreements
  • Law Applicable
  • Holding shares
  • Transfer of shares
  • Board of Directors Non-Compete
  • Confidentiality, etc.

C. Liaison or Representative Office:

To start a liaison or representative office in India, the following compliances are mandatory to fulfil within prescribed time with the concern authority:

  1. Filing of E-form FC-1 to Registrar of Companies within thirty (30) days from starting business or establishing office in India.
  2. Filing of E-form FC-3 for Annual accounts along with the list of all principal places of business in India established by foreign company.
  3. Filing of E-form FC-4 for Annual return of a foreign company.
  4. Branch Offices / Liaison Offices have to file Annual Activity Certificates (AAC) and Annual return on Foreign Liabilities and Assets has been notified under FEMA 1999
  5. Annual Compliances under GST Act
  6. Tax filing under the Income Tax Act, 1961

RBI prescribes the criteria for setting up a Liaison office or Representative Office in India, which are as follows:

  1. It is essential to have a profit making record in the immediately preceding 3 financial years in the home country, and the net value should be more than USD 50,000.
  2. In case, the above condition is not satisfied by the subsidiary company, a letter of comfort is to be submitted by the parent company which satisfies the above condition.
  3. Specific approval of RBI under FEMA 1999 and Insurance Regulatory and Development Authority (IRDA) is required.
  4. A designated Authorised Dealer Category–I Bank needs to forward an application for establishing an office to the RBI.
  5. The office will be given a Unique Identification Number by RBI.
  6. Along with the Application, English version of the Certificate of Incorporation/Registration or MOA & AOA (attested by the Indian Embassy/Notary Public), required documents should also be filed.
  7. Latest Audited Balance Sheet of the applicant entity should also be filed in the Country of Registration.

D. Project Office:

In case a foreign company wants to establishment office, and the foreign company has secured a contract from an Indian company to execute a project in India, prior permission from RBI is not needed, provided:

  1. Funded directly by inward remittance from abroad or
  2. Funded by a bilateral or multilateral International Financing Agency or
  3. Cleared by an appropriate authority or
  4. A company or entity in India provided that a contract has been granted Term Loan by a bank in India or a Public Financial Institution for the project.
  5. Besides that, in case the above conditions are not met the foreign entity has to approach the RBI for the approval.

E. Branch Office:

By opening a branch office, a foreign company can conduct business activity in India with the prior approval of RBI, provided:

  1. The company should be engaged in manufacturing or trading activities,
  2. Profit in the immediately preceding five financial years is necessary,
  3. The net worth of not less than USD 100,000 in its home country.
  4. There are huge opportunities in India as a Foreign Company even in the E-commerce Sector where Govt. recently allow 100% FDI in the E-commerce Sector.

 Disclaimer: – The above article is prepared keeping in mind all the important and basic question which cross’s a mind of foreign investor or professionals regarding Foreign Company in India. Wherever possible. We have tried to state the specific provisions. Section, regulation under the Companies Act, 2013, Foreign Direct Investment (FDI) policy, Foreign Exchange Management Act (FEMA), 1999 etc. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.