Quick answer
How can a foreign company register in India?
Foreign company registration in India is done by incorporating a wholly owned subsidiary under the Companies Act through SPICe+, or by opening a liaison or branch office with AD bank approval under FEMA 22(R) and filing Form FC-1 with the Registrar within 30 days. A liaison office needs three profitable years and USD 50,000 net worth.
- Subsidiary: Indian company, FDI reported within 30 days
- Liaison office: 3 profit years, USD 50,000 net worth
- Branch office: 5 profit years, USD 100,000 net worth
- FC-1 within 30 days of opening a place of business
What are the options for foreign company registration in India?
A foreign business can enter India through a wholly owned subsidiary, a liaison office or a branch office (a project office is a fourth route for a specific contract). The choice turns on whether you want to earn revenue in India, how much liability you want the parent to carry, and how long you plan to stay.
| Point | Wholly owned subsidiary | Liaison office | Branch office |
|---|---|---|---|
| Legal form | Separate Indian company | Extension of the parent | Extension of the parent |
| Approval | Automatic or government FDI route | AD bank (RBI in listed cases) | AD bank (RBI in listed cases) |
| Parent track record | None prescribed | Profit in last 3 years, net worth USD 50,000 | Profit in last 5 years, net worth USD 100,000 |
| Can earn income in India | Yes, any permitted business | No; expenses met from head office remittances | Yes, only permitted activities |
| Validity | Perpetual | Generally 3 years, extendable | No fixed term like an LO |
| MCA filing | SPICe+ incorporation | FC-1 within 30 days | FC-1 within 30 days |
Sources: RBI Master Direction on BO/LO/PO (updated 18 May 2021) and rule 3, Registration of Foreign Companies Rules 2014. Checked 10 November 2026.
How do you set up a wholly owned subsidiary in India?
A wholly owned subsidiary in India is a private limited company whose shares are held by the foreign parent, usually with a group company or nominee as the second shareholder. It is incorporated through SPICe+ like any Indian company, and the foreign investment is then reported to RBI as FDI.
Key rules to plan for:
- Directors: a private company needs at least two directors, and at least one must stay in India for 182 days or more in the financial year (applied proportionately in the year of incorporation), under section 149 of the Companies Act.
- Entry route: most sectors are on the automatic route, with no prior government approval. Sectors on the government route, prohibited sectors and investors from countries sharing a land border with India (or whose beneficial owner is there) need government approval, per RBI's foreign investment master direction updated June 2026.
- Funding: share capital must come in through banking channels, and the company reports the share issue in FC-GPR within 30 days of allotment.
- Pricing: shares issued to the parent cannot be priced below fair value; see valuation certificate.
The incorporation steps are the same as for a local start-up, which we explain on private limited company registration; the extra work is notarised or apostilled parent documents and the FEMA reporting.
Need help with foreign company registration in India? Talk to a chartered accountant in Delhi today. First call is free.
When does a liaison office in India make sense?
A liaison office in India suits a foreign company that wants a presence to represent the parent, promote exports and imports, promote technical or financial collaboration, or act as a communication channel with Indian companies, without earning income here. All expenses are met from head office remittances.
The parent needs a profit-making record in the immediately preceding three financial years in its home country and net worth of at least USD 50,000. A subsidiary that does not meet this can rely on a letter of comfort from a parent or group company that does. Approval is generally valid for three years (two years for NBFCs and construction and development companies) and the AD bank can extend it for three more years if annual activity certificates are up to date. If the office is not opened within six months of approval, the approval lapses unless extended.
When should you choose a branch office in India?
A branch office in India suits a foreign company that wants to earn income here in its own name from permitted activities, such as export and import, professional or consultancy services, research, IT and software services or technical support for the parent's products. It needs five profitable years and net worth of USD 100,000.
A branch normally does the same business as its parent. Retail trading, manufacturing and legal practice are not on the permitted list, and foreign law firms cannot open offices for legal practice. Profits can be remitted abroad net of Indian taxes, with a chartered accountant certifying how the remittable profit was worked out. Because the branch is the parent itself, the parent's liability for the branch is unlimited, which is one reason many groups pick a subsidiary.
What documents are needed for foreign company registration in India?
The pack depends on the route, but every route needs the parent's constitutional documents, proof of its existence and good standing, board approval and KYC of the people involved. Documents executed abroad generally need notarisation and apostille or consular attestation, plus an English translation where needed.
| Document | Subsidiary | Liaison or branch office |
|---|---|---|
| Parent certificate of incorporation and charter (MoA/AoA or equivalent), certified and translated | Yes | Yes |
| Parent board resolution approving the Indian entity and authorising signatories | Yes | Yes |
| Audited accounts showing profit record and net worth | Usually asked by the bank | Yes, 3 years (LO) or 5 years (BO) |
| Passport and address proof of directors or authorised representative | Yes | Yes |
| Proof of Indian office address with owner's NOC | Yes | Yes |
| Form FNC through the AD bank | No | Yes |
| Bank KYC and inward remittance papers | Yes | Yes |
| Letter of comfort from group company | No | Only if the applicant fails the track record test |
Track record and Form FNC: RBI Master Direction. Other items reflect what AD banks and MCA usually ask for; your bank may ask for more.
How do you register a liaison or branch office: step by step
For a liaison or branch office, approval comes first and MCA registration follows. A subsidiary skips the FEMA approval and goes straight to SPICe+, then reports the share issue.
- 1
Check eligibility and route
Confirm the profit record and net worth, and whether the case needs prior RBI approval because of the applicant's country, sector or the number of offices.
- 2
Apply through an AD bank
Submit Form FNC with documents to an AD Category-I bank in India.
- 3
UIN and approval letter
The bank sends the form to RBI, RBI allots a Unique Identification Number, and the bank issues the approval letter.
- 4
Open the office
Set up the office within six months of approval and open the bank account.
- 5
File FC-1 with the Registrar
Within 30 days of establishing the place of business, file Form FC-1 with the attested RBI approval and section 380 documents.
- 6
Get PAN and tax registrations
Obtain PAN, TAN and GST where the activity needs it, and report the PAN in annual activity certificates.
What are the government fees and timelines?
The fixed legal deadlines are 30 days to file FC-1 after a place of business opens, six months to open an office after approval and 30 days to report a share issue in FC-GPR. MCA fees follow the Registration Offices and Fees Rules and Delhi stamp duty applies to a subsidiary's incorporation.
| Event | Time limit | Source |
|---|---|---|
| LO/BO approval to office opening | Within 6 months; one 6-month extension by AD bank | RBI Master Direction |
| Opening place of business to FC-1 | Within 30 days | Section 380 and rule 3 |
| Share allotment to FC-GPR (subsidiary) | Within 30 days | FEMA 395/2019-RB |
| LO validity | Generally 3 years; 2 years for NBFCs and construction | RBI Master Direction |
| Professional work | Fixed quote before work starts | CA in Delhi |
Sources: RBI Master Direction, section 380. Fees: MCA fee calculator. Checked 10 November 2026.
What annual compliance applies after setup?
A liaison or branch office files an annual activity certificate as at 31 March with its AD bank and the Director General of Income Tax (International Taxation) in New Delhi, plus financial statements and Form FC-4 with the Registrar. A subsidiary follows normal company filings, FEMA returns and transfer pricing rules.
| Filing | Who | When |
|---|---|---|
| Annual activity certificate | LO and BO | As at 31 March each year, to AD bank and DGIT (International Taxation), New Delhi |
| Financial statements with Registrar | LO and BO (foreign company) | Within 6 months of financial year end; up to 3 months extension |
| Annual return FC-4 | LO and BO (foreign company) | Within 60 days from the last day of the financial year |
| AOC-4, MGT-7, audit | Subsidiary | Company law calendar |
| FLA return to RBI | Subsidiary with FDI | By 15 July each year |
| Transfer pricing report | Subsidiary or branch with related-party dealings | Income-tax calendar |
Sources: RBI Master Direction, rule 4 and rule 7, RBI FLA FAQ. Checked 10 November 2026.
Which cases need RBI approval, and why do applications stall?
Prior RBI approval, routed through the AD bank, is needed when the applicant is from Pakistan; from Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong Kong or Macau and wants an office in Jammu and Kashmir, the North East or the Andaman and Nicobar Islands; works in defence, telecom, private security or information and broadcasting; is an NGO, non-profit or foreign government body; or wants more than four offices.
Applications stall when the parent's accounts do not show the full profit record, documents are not apostilled, the Indian address is not ready, or the proposed activity goes beyond the permitted list. For a subsidiary, the usual holdups are a missing resident director, unclear beneficial ownership for land-border checks and late FC-GPR filing. All later FEMA filings are covered on our FEMA compliance page.
How does CA in Delhi handle foreign company registration?
Send us the parent's details, the activity you plan in India and your timeline. We recommend the route, list the documents to apostille, and give you a fixed quote before work starts. You get back the incorporated subsidiary or the approved office with FC-1 filed, plus a calendar of annual filings.
Greenwolf Advisors works on cross-border structuring (India, UAE, UK, GCC and GIFT City), business incorporation and entity setup and regulatory filings, and has partner offices in Dubai, Singapore and Hong Kong, so foreign entry work sits with that team. Where a step needs a chartered accountant's signature, such as a pricing certificate or a profit remittance certificate, it is done by a chartered accountant you engage. Other firms are listed on chartered accountant firms in Delhi.
Our office is at Netaji Subhash Place, and clients with Indian teams in Gurgaon work with us online. For the Indian tax side after setup, see transfer pricing and our tax consultant near me page. Call or WhatsApp +91 99114 92897.
Frequently asked questions
What is the difference between a liaison office and a branch office in India?
A liaison office only represents the parent and cannot earn income; its costs are paid by remittances from the head office. A branch office can earn income from permitted activities such as consultancy, IT services or export and import. A liaison office needs three profitable years and USD 50,000 net worth; a branch needs five years and USD 100,000.
Can a foreign company own 100% of an Indian company?
Yes, in sectors where 100% FDI is permitted under the automatic route, a foreign parent can hold all the shares of an Indian private limited company. Some sectors have caps or need government approval, and investors from countries sharing a land border with India always need government approval.
Does a wholly owned subsidiary need an Indian resident director?
Yes. Section 149(3) of the Companies Act requires every company to have at least one director who stays in India for at least 182 days in the financial year. For a newly incorporated company the requirement applies proportionately at the end of its first financial year.
What is Form FC-1?
Form FC-1 is the registration filing a foreign company makes with the Registrar within 30 days of establishing a place of business in India, such as a liaison or branch office. It carries the section 380 documents and an attested copy of the RBI approval. Since 9 September 2024 it is filed with the Registrar, Central Registration Centre.
How long is a liaison office approval valid?
Generally three years from the approval date, or two years for NBFCs and construction and development companies. The AD bank can extend it by three years if annual activity certificates have been filed, except for NBFC and construction and development liaison offices.
Where is the annual activity certificate filed?
A liaison or branch office sends its annual activity certificate, made up as at 31 March, to its designated AD bank and to the Director General of Income Tax (International Taxation) in New Delhi. A project office sends it only to the AD bank.
Can a branch office send profits to its parent?
Yes. RBI allows a branch office to remit profits abroad net of applicable Indian taxes, supported by audited accounts and a chartered accountant's certificate on how the remittable profit was calculated. Remittances abroad also have income-tax paperwork; see Form 15CA and 15CB.
Which is better for a foreign start-up: subsidiary or branch?
Most foreign start-ups pick a subsidiary, because it limits the parent's liability, can do any permitted business and has no track record test. A branch needs five profitable years and keeps the parent directly liable. A liaison office is useful only for market study and representation before you commit.
Are the new 2026 foreign investment rules in force?
RBI released draft Foreign Exchange Management (Foreign Investment) Rules, 2026 for consultation in July 2026. Until they are notified, the Non-Debt Instruments Rules 2019 and RBI's master direction (updated June 2026) apply. We check the position on the day we file.