How to Register Foreign Companies in IndiaRegistration of Foreign Companies in India is a quick and easy process, India is a Land of Opportunities and untapped potentials with a population of more than 1.3 billion people and counting If you want to How to register a foreign company in India? and how the Company Registration process in India works? You are in the right place. Company Registration process has made simple and easy after government improved ease of doing business, you must hire a CA (Chartered Account) or CS (Company Secretary) for getting the process done It Generally takes 3 to 10 Workings days to complete the company registration process in India. If you want to invest in growing a growing potential and interested in conducting business in India, you need to you establish your company’s legal presence in India by registering your business as a private limited company (Indian subsidiary) or as a foreign company. First, decide whether it needs to be a commercial entity or not.
How to register a foreign company in India as a Subsidiary Company Entry routes for commercial operationsSection 2(42) of the Companies Act, 2013, defines a foreign company as a company or a body corporate incorporated outside India and which has a place of business whether by itself or through an agent, in this country. Foreign nationals/ Foreign Companies can form a company in India through any of entry strategy mentioned below (India Subsidiary Registration)
- Wholly Owned Subsidiaries ( 100% Indian Subsidiary )
- Joint Ventures with other Indian Companies in case 100% FDI is not permitted
How to register a foreign company in India (Not having commercial operations in India)
- Liaison Office/Representative Office
- Project Office
- Branch Office
Private Limited Company Registration (Foreign company)Companies Act 2013 governs the registration of Private limited companies which lays down the procedure for registering and managing a company and its affairs, Ministry of corporate affairs through www.mca.gov.in which is its E-Portal manages the compliance under the companies act and all company formation related formalities must be done through this e portal
Steps for forming a Private Limited Company Registration (Foreign company registration ):Registering a private limited company requires a support of CA/CS/Lawyer as the legal procedures are involved in it, it’s a complicated process but do not worry our team of experts will take care of these issues
Steps for forming a Private Limited Company Registration in India as Foreign Subsidiary :Registering a private limited company in Mumbai requires the support of CA/CS/Lawyer as the legal procedures are involved in it. it’s a complicated process but does not worry our team of experts will take care of these issues Step 1: Apply RUN ( Reserve Unique Name Form ) (Name Availability) Step2: Obtain DSC and Form SPICE INC-32 (E Form used for Company Registration) Step3: Drafting of MOA in SPICE INC – 33 and AOA In SPICE form company registration Step4: PAN and TAN Application Along with Form SPICE INC -32 (E Form used for Company Registration) Step5: After completion of the above-mentioned process of company registration, ROC Issues Certificate of Incorporation. So, the next time someone you wonder how to register a company in India, you can easily log in to our website and use our services. Now that you have understood the Steps involved. Hence, we will get into the intricate details of company registration and its procedures We can choose any of the methods for name approval
- Approval through RUN form route
Method 1: Incorporating a Company via RUN (Reserve Unique Name) form:RUN(Reserve Unique Name) form gives only Two (2) chance for applying one is original submission and the other is in resubmission mode. Therefore, You must ensure that the names should not be general and should be closely resembling with other companies detailed understanding of name availability guidelines In one application we can apply for Two names in case of Resubmission. Hence, we can apply for the next two names You can check the names through this government portal link, or refer our detailed on company name selection
METHOD 2:Apply Directly in SPICE INC -32 for company registration and get a direct certificate of incorporation, the only pitfall is that we can apply only one name and all legal documents must be fully prepared to proceed with this, if the name is rejected then we have to completely redo entire documents such as INC- 9 ( Affidavit), DIR -2 ( Director Concent) and all other documents including NOC from owner
Step 2: Form SPICe (INC-32) form used for Company Registration in MumbaiDSC ( Digital Signature) in simple terms means your physical signature in a digital form. This does not mean your physical signature is copied and pasted. it’s all your data that is PAN number and other details are embedded in a file that can be downloaded in an e-token. The e-token has password protected. Which will act as your digital signature for company formation, GST registration, PF Registration and for Income Tax filing. We have to use class 2 DSC provided by government-approved vendors such as e-mudra or Sify or N-Code MCA (Ministry of Company Affairs) has introduced Form SPICe (INC-32) for easy and fast company registration
- Application for allotment of DIN (Director Identification Number)
- Reservation of company name
- Incorporation of a new company
- Application for PAN and TAN
Step 3: e-MoA(INC-33) and e-AoA (INC-34)Therefore, e-MoA refers to an electronic Memorandum of Association and eAoA is electronic Articles of Association. Memorandum of Association in Company registration represents the charter, indicating the lines of business its operation as the main business and other activities related to its main business activity Hence, Articles of association used in company registration process define the powers, rights, and responsibilities of the directors and shareholders
Step 6: PAN and TAN ApplicationThrough this single form SPICe, you have mandatory to apply for PAN and TAN by using forms 49A for PAN and 49B for TAN. Hence, The system will auto-generate these forms after the submission of SPICe form.
Step 7 : Apply for Shop & Establishment Act Registration
Apply for Shop & Establishment Act Registration with local labour that you establishment is fully complaint with local labour laws of the state
Step 8 : Apply for Professional Tax Registration
Apply for Professional Tax Registration with local labour that you establishment is fully complaint with local labour laws of the state
Documents required for Private Limited Foreign Company RegistrationWhere director/subscriber is a foreign National
- Passport ( Notarised or Apostle in their country) and counter attested by Indian embassy
- No Pan Declaration and counter attested by Indian embassy)
- INC -9
- Address proof: Driving license, Residence card, Government issued a form of identification containing an address
- Copies of utility bills ( Telephone Bill or Bank Statements) that are not older than two months ( Compulsory for incorporation of companies)
- Additional Documents required for Foreign Holding Company
- Board Resolution for Investment in India
- Incorporation Certificate of Foreign holding Company
- INC 9 Declaration in the name of the company
- All KYC document of Authorised Signatory
Particulars relating to directors and Secretary to be furnished to the Registrar by foreign Companies:Within 30 thirty days of establishing its place of business in India submit the following to the Registrar of companies a list of
- Directors (Foreign Residency Company), full list along with kyc proof
- Secretary of such company (Foreign Residency Company ) , full list along with kyc proof
- File form Form FC-1 with 30 thirty days and make the payment of fees provided in Companies (Registration Offices and Fees) Rules, 2014
- An attested copy of approval from the Reserve Bank of India under Foreign Exchange Management Act or Regulations
- Approval is required by such foreign company to establish a place of business in India or a declaration from the authorized representative of such foreign company that no such approval is required.
- In case of change in documents or subsequent amendments or change in directors or secretaries then a return in Form FC2 along with the fee as provided in the Companies (Rules, 2014 containing the particulars of the alteration, within a period of 30 Days thirty days from the date on which the alteration was made or occurred.
How to Prepare Financial Statement of the foreign company:A foreign company shall prepare the financial statement of its Indian business operations in accordance with Schedule III or as near thereto as may be possible for each financial year the following should be annexed along with the financials
- Accounts of Companies documents required to be annexed thereto in accordance with the provisions of Chapter IX of the Companies Act 2013
- copies of latest consolidated financial statements of the parent foreign company, as submitted by it to the regulatory authority in the country of its incorporation under the provisions of the law for the time being in force in that country:
- Provided that where such documents are not in English language, there shall be annexed to it a certified translation thereof in the English language
- Such other documents as may be required to be annexed or attached in accordance with sub-rule (2).
Documents relating to Statement of related party transaction related to the Foreign Companies in India
- (i) name of the person in India which shall be deemed to be the related party within the meaning of clause (76) of section 2 of the Act of the foreign company or of any subsidiary or holding company of such foreign company or of any firm in which such foreign company or its subsidiary or holding company is a partner;
- ii. nature of such a relationship;
- iii. description and nature of transaction;
- iv. amount of such transaction during the year with opening ,closing, highest and lowest balance during the year and provisions made (if any) in respect of such transactions;
- v. reason of such transaction;
- vi. material effect of such transaction on both the parties;
- vii. amount written off or written back in respect of dues from or to the related parties;
- viii. a declaration that such transactions were carried out at arms’ length basis; and
- ix. any other details of the transaction necessary to understand the financial impact;
Documents relating Statement of repatriation of profits related to Foreign Companies registered in India.
- amount of profits repatriated during the year;
- ii. recipients of the repatriation;
- iii. form of repatriation;
- iv. dates of repatriation;
- v. details if repatriation made to a jurisdiction other than the residence of the beneficiary;
- vi. mode of repatriation; and
- vii. approval of the Reserve Bank of India or any other authority, if any.
Fund Transfer Related to the Foreign Companies registered in IndiaRelating to Statement of transfer of funds (including dividends if any) which shall, in the relation of any fund transfer between the place of business of the foreign company in India and any other related party of the foreign company outside India including its holding, subsidiary and associate company, include-
- i. date of such transfer;
- ii. amount of fund transferred or received;
- iii. mode of receipt or transfer of fund;
- iv. purpose of such receipt or transfer; and
- v. approval of Reserve Bank of India or any other authority, if any.
Audit Requirements for Foreign Companies registered in India1. Every foreign company shall get its accounts, pertaining to the Indian business operations prepared in accordance with the requirements of clause (a) of sub-section (1) of section 381 and rule 4, audited by a practicing Chartered Accountant in India or a firm or limited liability partnership of practicing chartered accountants. 2. The provisions of Chapter X i.e. Audit and Auditors and rules made there under, as far as applicable, shall apply, mutatis mutandis, to the foreign company.
Register of Places of the business of Foreign Companies registered in India
along with the financial statement, with such fee as provided under Companies (Registration Fees) Rules, 2014
A foreign company shall file with the Registrar of COmpanies the following, in Form FC.3
- a list of all the places of business established by the foreign company in India as on the date of balance sheet.
- This shall be annexed along with the financial statement, with such fee as provided under Companies (Registration Fees) Rules, 2014
Annual Return of Foreign Companies registered in IndiaAnnual return needs to filed in Form FC.4 along with such fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 within a period of sixty days from the last day of its financial year
Office of Registrar of Companies where documents to be delivered and fee for registration of documents:1. Any document which any foreign company is required to deliver to the Registrar shall be delivered to the Registrar having jurisdiction over New Delhi, and references to the Registrar in Chapter XXII of the Act i.e. Companies Incorporated outside India and these rules shall be construed accordingly. 2. The fee to be paid to the Registrar for registering any document relating to a foreign company shall be such as provided in the Companies (Registration Offices) Rules, 2014. 3. If any foreign company ceases to have a place of business in India, it shall forthwith give notice of the fact to the Registrar, and as from the date on which notice is so given, the obligation of the company to deliver any document to the Registrar shall cease, provided it has no other place of business in India.
Certified True copy of documents to be submitted for Foreign Companies registered in India
- A copy of any charter,
- memorandum and articles,
- or other instrument constituting or defining the constitution of a Foreign company shall be duly certified to be a true copy in the manner given below:
- i. (i) an official of the Government to whose custody the original is situated; or
- ii. (ii) a Notary (Public) of such Country; or
- iii. an officer of the company.