Notes

Registration of Foreign Company in India
Registration of Foreign Company in India
Foreign direct investment (FDI) is when an individual or a company invests from one country to another country. This can be done to start a new company or invest in an existing foreign-owned company. To make it more clear, FDI is when a company takes control of ownership in a business entity in another country. FDI can be made in many ways, such as by opening a subsidiary company (foreign subsidiary) or an associate company in a foreign country to acquire control of the interest in the existing foreign company. Also, by a merger or joint venture with a foreign business. FDI benefits in many ways to the recipient country.
According to a commerce and industry ministry, India received $81.72 billion FDI (foreign direct investment) in the financial year, 2021. This is the ever highest and 10 per cent more as compared to the previous years’. The topmost investors include the United States, Singapore and Mauritius. This huge inflow was due to a series of policy steps that are taken to improve the ease of establishing business and attracting investments into domestic manufacturing capacity and an ambitious infrastructure project pipeline.
So now a question comes how can you invest your direct funds in India. The first and the most important step is to establish your company’s legal presence in India and by registering your company as a private limited company (Indian subsidiary) or as a foreign company and hereinbelow, we provide you with a full guide on Registration of Foreign Company in India.
To move further, firstly, we should understand what a Foreign Company is. According to the Companies Act, 2013:
“A foreign company is any company or body corporate incorporated outside India which—
a) Has a place of business in India whether by itself or through an agent, physically or through electronic mode; and
b) Conducts any business activity in India in any other manner.”
1. Procedure
A Foreign Company can enter the Indian market in any of the following two ways:
a) As Indian Company: By becoming a wholly-owned subsidiary, a Joint Venture or a Subsidiary Company.
b) As Foreign Company: By setting up a Liaison Office, Representative Office or a Project Office, or a Branch Office of the foreign company.
2. Registration
The fastest and the easiest way to start up in India is by starting as a private limited company. Under the FDI policy, up to 100% of the Foreign Direct Investment is permitted into a public limited or a private limited company. The registration process requires a support system of CA/CS/Lawyer because this involves the legal procedures. Though registration of foreign company in india is a bit complicated, the experienced team of experts handle it very carefully, so do not worry! A brief of steps for forming a Registration of Foreign Company in India (Private Limited Company Registration) are as follows:
• Apply Reserve Unique Name Form (RUN) for Name Availability.
• e-Form is used for Company Registration to obtain DSC and Form SPICE INC-32.
• In Indian subsidiary Registration, the physical copy is used for drafting the Memorandum of Association (MoA) and the Articles of Association (AoA).
• Along with Form SPICE INC -32 (again e-form is used), PAN and TAN Application is applied.
• PF and ESI Registration
• Only after completing all the above steps of company registration, Certificate of Incorporation is issued by the RoC.
3. Documents
i) For registering as a foreign national:
• Passport (Notarised or Apostle in their country)
• No Pan Declaration
• INC -9
• Address Proof (DL, Residence card, Certificate/Form issued by the Government showing address proof)
• Utility Bills ( a copy of not older than two months Telephone Bill or Bank Statements)
Some additional documents are required for a Foreign Holding Company, discussed as follows:
• Board Resolution for Investment in India
• Incorporation Certificate of Foreign holding Company
• INC 9 Declaration in the name of the company
• All KYC documents of Authorised Signatory
An important point to be noted is that “All the above-discussed documents must be notarized and apostle by the Indian embassy”. These documents are compulsory for the incorporation of a company.
ii) For registering as a Liaison Office, a Representative Office or a Project Office, or a Branch Office:
The Companies Act 2013, and the Companies (Registration of Foreign Companies) Rules, 2014 prescribes the same procedure to be followed for the registration of a foreign company.
4. Information of Directors and Secretary
Within 30 days of issuance of the Certificate of Incorporation, the following list should be submitted to the Registrar of Companies:

• Full list of Directors along with the KYC proof.
• Full list of Secretary of such company along with the KYC proof.
• File form of Form FC-1 with 30 (thirty) days and payment of fees provided in the Companies (Registration Offices and Fees) Rules, 2014.
• An attested approval copy from the Reserve Bank of India (RBI) under the Foreign Exchange Management Act or Regulations.
• By such a foreign company, approval is required for establishing a business place in India or a declaration showing no such approval is required issued from the authorized representative of such foreign company.
• In case any document or information requires any alterations then a return in Form FC2 is filed along with the fee provided in the Companies (Registration Offices and Fees) Rules, 2014 containing the particulars of the alteration, within 30 (thirty) days from the date on which the alteration was made or occurred.
Hope this information will help you in setting up a business in India. For any query/assistance, please contact VenturEasy or email us at [email protected].





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