Foreign Company Registration in India: Routes, Process and Timelines (2026)

How a foreign company can register in India in 2026: the five entry routes, the FDI check that comes first, the incorporation steps and the filings that follow

1. What foreign company registration in India means

The phrase covers two different legal acts, and mixing them up is the most common reason foreign businesses lose weeks at the start.

The first is registering the foreign company itself. Section 2(42) of the Companies Act, 2013 defines a foreign company as a company incorporated outside India that has a place of business in India, whether on its own or through an agent, physically or through electronic mode, and conducts business activity in India. Once a foreign company sets up a liaison office, branch office or project office, Section 380 requires it to file Form FC-1 with the Registrar of Companies within 30 days of establishing that place of business.^[1] The overseas parent stays the legal entity, and the filing records its presence in India.

The second is incorporating a new Indian company owned by the foreign parent, usually a wholly owned subsidiary (WOS) or a joint venture. That subsidiary is an Indian company in every sense. It is not a “foreign company” under the Act, it pays tax at domestic rates, and it can do anything its objects and the FDI policy allow.

Most investors who search for foreign company registration want the second option. The rest of this guide covers both.

2. The five ways a foreign company can set up in India

Two points decide most cases. An LO cannot earn income at all, so it suits a company still testing the market. A branch is taxed as a foreign company at a higher rate than a subsidiary (see section 8), and the parent is directly liable for everything the branch does. That is why most foreign businesses that plan to sell in India incorporate a subsidiary.

3. Start with the FDI check, not the paperwork

Before choosing a structure, confirm whether foreign investment in your sector is allowed, up to what percentage, and through which route. India’s Consolidated FDI Policy and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 set this out.

• Automatic route: no prior government approval. Most sectors, including IT services, most manufacturing, e-commerce marketplaces and, since Press Note 1 of 2026, insurance companies, are open to 100% FDI on this route.^[2]
• Government route: prior approval through the Foreign Investment Facilitation Portal for sectors such as multi-brand retail (up to 51%), print media and certain defence and broadcasting activities.
• Prohibited: lottery, gambling and betting, chit funds, Nidhi companies, real estate business (as distinct from construction development), trading in transferable development rights, and tobacco manufacturing.

Land-border countries. Under Press Note 3 of 2020, any investment from an entity of a country that shares a land border with India, or whose beneficial owner is situated in or is a citizen of such a country, needs government approval whatever the sector. That covers China, Bangladesh, Pakistan, Nepal, Bhutan, Myanmar and Afghanistan. Press Note 2 of 2026 clarified that a non-controlling beneficial interest of up to 10% held by such a person does not, on its own, trigger the approval requirement. Control still does.^[3] For a detailed reading, see our guide to Press Note 2 of 2026.

The framework is also changing. The RBI has published draft Foreign Exchange Management (Foreign Investment) Rules, 2026 that would replace the NDI Rules and introduce the idea of a “foreign controlled entity”.^[4] Nothing changes until the rules are notified, but structures designed now should be checked against the draft. We cover the proposals in our analysis of the draft Foreign Investment Rules.

4. How to register a foreign company in India as a subsidiary: step by step

This is the route most foreign businesses take. The whole process runs online on the Ministry of Corporate Affairs (MCA) V3 portal.

1. Decide the shareholding. A private limited company needs at least two shareholders. A foreign parent usually holds all but one share and a group company or nominee holds the last one. There is no minimum paid-up capital, but the capital should cover the first months of running costs and any sector-specific minimums.
2. Appoint directors, including one resident director. You need at least two directors, and Section 149(3) requires at least one of them to have stayed in India for 182 days or more in the financial year. The resident director can be a foreign national; the test is residence, not citizenship.
3. Obtain Digital Signature Certificates (DSC) for the directors and subscribers who will sign the forms.
4. Reserve the name through SPICe+ Part A. An approved name is held for 20 days. A subsidiary can use the parent’s name with “India” added, subject to the naming rules.
5. Legalise the overseas documents. The parent’s board resolution, certificate of incorporation, and the identity and address proof of foreign directors must be apostilled in Hague Convention countries, or notarised and consularised at the Indian mission in countries that are not party to the Convention, such as the UAE. Documents from mainland China also need consular legalisation, because India objected to China’s accession to the Apostille Convention.^[8]
6. File SPICe+ Part B with e-MoA, e-AoA and AGILE-PRO-S. One filing covers incorporation, the Director Identification Number, PAN and TAN, and applications for GST, EPFO and ESIC registration, a bank account and, in some states, shops and establishments registration.
7. Receive the Certificate of Incorporation from the Central Registration Centre. It carries the Corporate Identity Number, PAN and TAN.
8. Open the bank account and bring in the share capital through normal banking channels from the parent’s account.
9. Report the investment. Issue the shares within 60 days of receiving the money and file Form FC-GPR on the RBI’s FIRMS portal within 30 days of allotment.^[5]
10. Declare commencement of business. File Form INC-20A within 180 days of incorporation, confirming that subscribers have paid for their shares. A company that misses this cannot start business or borrow, and the Registrar can strike it off.

The ongoing obligations after day one are set out in our compliance checklist for foreign subsidiary companies in India.

5. Registering a liaison, branch or project office

An LO, BO or PO is not incorporated. It is permitted under the Foreign Exchange Management (Establishment in India of a branch office or a liaison office or a project office or any other place of business) Regulations, 2016 and the RBI’s Master Direction on the subject.^[6]

• Who approves: the application goes on Form FNC to an Authorised Dealer Category-I bank. The bank forwards it to the RBI where the applicant is from Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong Kong or Macau, where the principal business is defence, telecom, private security or information and broadcasting, or where the applicant is an NGO or non-profit body.
• Eligibility: an LO needs a profit-making track record for the immediately preceding three financial years in the home country and a net worth of at least US$50,000. A BO needs five years of profits and a net worth of at least US$100,000. A parent that does not meet these can sometimes rely on a letter of comfort from its own parent. In October 2025 the RBI published draft regulations that would drop the profit-history and net-worth tests altogether;^[9] until they are notified, the existing conditions apply.
• Validity: an LO is approved for three years (two years for NBFCs and construction and development companies), renewable through the AD bank. A BO has no fixed term.
• After approval: the RBI allots a Unique Identification Number, the office files Form FC-1 with the Registrar within 30 days, and it then files an Annual Activity Certificate with the AD bank, the Director General of Income Tax (International Taxation) and, where relevant, the state police, plus annual accounts on Form FC-3 and an annual return on Form FC-4 with the Registrar.

6. Documents you will need

Indian notaries and the Registrar reject documents whose name spellings or addresses differ across papers. Fixing one mismatch after legalisation means repeating the whole cycle abroad, so check every document against the passport before it is sent for apostille.

7. How long foreign company registration in India takes

Once the documents are legalised, a subsidiary is usually incorporated in two to four weeks. The part that varies is the time before that: collecting, notarising and apostilling documents in the parent’s country takes anywhere from one to four weeks in Hague countries and longer where consular legalisation is needed. A realistic end-to-end plan for a WOS is 5–10 weeks, including opening the bank account and filing FC-GPR. A government-route or Press Note 3 approval adds months, not weeks.

8. Tax at a glance

• Subsidiary: a domestic company that opts for the concessional regime pays 22% base tax, which is 25.17% with surcharge and cess. Dividends paid to the foreign parent are taxed in India at 20% plus surcharge and cess, or the lower rate in the applicable tax treaty.
• Branch or project office: taxed as a foreign company at 35% base, roughly 38.22% effective for larger profits, with profits remitted to head office free of further Indian tax.
• LLP: 30% base, about 34.94% at the top surcharge, with profit shares not taxed again in the partners’ hands.

The Income-tax Act, 2025 replaced the Income-tax Act, 1961 from 1 April 2026.^[7] It renumbers sections and forms (the transfer pricing report formerly on Form 3CEB is now Form 48, and the remittance forms 15CA and 15CB are now Forms 145 and 146) but largely keeps the rates above. A liaison office has no income, but it can still create a permanent establishment for the parent if it starts negotiating or concluding contracts, which is the most common tax dispute we see with LOs. Our tax practice advises on structuring this from the start.

9. Mistakes that delay foreign company registration

• Treating the resident director as a formality. The 182-day test is applied to the financial year. A director who moves out mid-year can leave the company non-compliant, so line up a replacement before it happens.
• Missing the beneficial owner check. An investor based in Singapore or the UAE with a Chinese or Hong Kong beneficial owner still needs Press Note 3 approval. Banks now ask for the full ownership chain at the KYC stage.
• Bringing in capital before the bank account is set up as a foreign inward remittance account, or issuing shares more than 60 days after the money arrives. Both lead to late-fee or compounding proceedings with the RBI.
• Opening a liaison office and then invoicing Indian customers. An LO cannot earn income. If revenue is close, a subsidiary from the start costs less than converting later.
• Forgetting INC-20A. It takes ten minutes to file, and missing it can get a new company struck off.

10. How King Stubb & Kasiva can help

King Stubb & Kasiva has advised foreign companies from the US, UK, Europe, Japan, Singapore and the Middle East on entering India for over two decades, from FDI structuring and Press Note 3 approvals to incorporation, RBI filings and the first year of compliance. Our corporate and FEMA lawyers work from offices across India, including New Delhi, Mumbai, Bengaluru, Chennai, Hyderabad and Pune. See how we run the process on our business setup in India for foreign companies page, which includes a free FDI route checker and an entry-structure selector.

FAQs

Sources

1. https://www.mca.gov.in/Ministry/pdf/CompaniesAct2013.pdf
2. https://dpiit.gov.in/policies-rules-and-acts/press-notes-fdi-circular
3. https://dpiit.gov.in/policies-rules-and-acts/press-notes-fdi-circular
4. https://ksandk.com/corporate/rbi-draft-foreign-investment-rules-2026/
5. https://www.rbi.org.in/Scripts/BS_ViewMasDirections.aspx?id=11200
6. https://rbi.org.in/Scripts/BS_ViewMasDirections.aspx?id=10195
7. https://incometaxindia.gov.in/documents/d/guest/7-formno48-pdf
8. https://www.hcch.net/en/instruments/conventions/status-table/?cid=41
9. https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=61348

Last Updated on 26 October, 2026