Private Limited Company registration is the most preferred option for NRIs, foreign nationals, and overseas entities looking to establish a business in India.
When exploring how can we register a company in India, it is important to note that, under FEMA guidelines, Foreign Direct Investment (FDI) is restricted in business structures such as Proprietorships, Partnership Firms, and One Person Companies.
However, LLPs are permitted to receive 100% FDI through the automatic route, provided they operate in sectors where such investment is allowed and no FDI-linked performance conditions apply. Understanding these regulations is essential when evaluating how can we register a company in India efficiently and compliantly.
Subject to FDI norms, the shares of an Indian Company can be held by a NRI, Foreign National or Foreign Company. Therefore, Incorporation of a Private Limited Company is recommended for foreign nationals as it is the fastest and easiest way to enter into the Indian Market.
In this article, we focus on the requirements, conditions and procedure for setting up a Private Limited Company in India with NRI’s and Foreign Nationals:
How Can We Register a Company in India for Foreign Nationals
Minimum Directors:
How can we register a company in India? To incorporate a Private Limited Company, at least two directors are required. One of them must be a Resident of India, meaning an individual who has stayed in India for more than 182 days during the previous year.
This requirement of having at least one Resident Indian Director must be maintained throughout the company’s existence. The remaining director(s) can be either resident or non-resident individuals, allowing flexibility while complying with Indian regulations on how can we register a company in India.
Minimum Shareholders:
A Private Limited Company in India can be incorporated with a minimum of two shareholders. How can we register a company in India when shareholders include foreign nationals, non-resident individuals, or corporate entities? There is no restriction on the residential status of shareholders, and directors may also act as shareholders of the company.
How can we register a company in India : The Process of COMPANY REGISTRATION:
– Obtain DSC (Digital Signature Certificate)
– Obtain DIN (Directors Identification Number)
– MoA & AoA, SPICe INC-32 Filing
– PAN/TAN Applications
The directors should apply for DSCs for signing e-forms and DIN (to be appointed as directors) before proceeding with the process of incorporation.
Documents required for obtaining DSC and DIN:
The primary documents required for obtaining the DIN and DSC are the applicants photograph, Proof of Identity and Proof of Address. The details are listed below:
For Foreign Nationals residing in their home country – Proof of Identity (passport mandatory) – Copy of Driving License, Bank Statement or electricity/ telephone bill (not older than two months) – Passport size photograph.
All the above documents should be notarized by a Public Notary in the country of residence and be consuralized or apostilled by the competent authority in the country of residence. (depending on the country where the citizen belongs to).
For Foreign Nationals residing in another foreign country:
– Proof of Identity (passport mandatory)
– Copy of Driving License, Bank Statement or electricity/ telephone bill in the country of residence (not older than two months)
– Copy of Visa
– Passport size photograph.
All the above documents should be notarized by a Public Notary in the country of residence and be consuralized by the Embassy of the Foreign National’s home country in the country of residence.
For Foreign residents residing in India:
– Resident Permit
– Copy of Passport
– Copy of Visa
– Copy of Bank Statement or electricity/ telephone bill (not older than two months)
– Passport size photograph.
All the above documents should be attested by consulate of the Foreign Embassy in India.
For Non-resident Indians:
– Proof of Identity
– PAN Card
– Copy of Aadhaar Card, Driving License, Voter ID Card, if any
– Current Address proof such as Copy of Driving License, Bank Statement or electricity/ telephone bill in the country of residence (not older than two months)
– Passport size photograph.
Current Address proof should be notarized by Public Notary in the country of residence and consularized by the Indian Embassy in the foreign country.
Other Required details and documents for incorporation-
– Proposed Company Name
– Any other business in which the proposed directors are interested
– Address Proof of Proposed Place of Business such as Sale Deed or Rental Agreement
– Utility Bill (Electricity, Telephone, Gas Bill etc) in the name of the premises (not older than 2 months)
– NOC for use of premises as Registered Office.
There are several additional documents that must be prepared for incorporation and signed by the proposed directors and subscribers of the company.
When understanding How can we register a company in India, it is important to note that if these documents are signed outside India by foreign directors or subscribers, they must be notarized by a Public Notary and either consularized or apostilled by the competent authority in the respective foreign country.
In case such documents are signed outside India by the foreign directors and subscribers, then all such documents shall be required to be notarized by a Public Notary and consularized or apostilled by the competent authority of the foreign country.
While learning How can we register a company in India, keep in mind that apostillation is accepted in 105 member countries of the Hague Convention. For all other countries, consularization by the appropriate authority is mandatory.
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