Registration of Foreign Company in India from UK: Know Process, Rules & Documents

A UK company that wants a presence in India without forming an Indian company registers a place of business as a "foreign company". In practice that means a liaison office, a branch office or a project office. The Reserve Bank of India (RBI) approves it first, and the company then registers it with the Registrar of Companies by filing Form FC-1 within 30 days of setting the office up.

This guide explains the rules, the step-by-step process and the documents UK companies need to register a foreign company in India. If you would rather form a separate Indian company, read our guide to Indian subsidiary registration instead, because the two routes work differently. We last checked the figures and deadlines below against RBI and Ministry of Corporate Affairs (MCA) sources in October 2026.

Key Takeaways

• A "foreign company" under Indian law is a company incorporated outside India that has a place of business in India. A UK parent registers a liaison, branch or project office this way. An Indian subsidiary is a separate Indian company and follows a different route.

• The order matters. Get RBI approval first through an Authorised Dealer (AD) Category-I bank, then file Form FC-1 with the Registrar within 30 days of establishing the place of business.

• RBI's eligibility tests for the UK parent: net worth of at least USD 50,000 and three profitable years for a liaison office, or at least USD 100,000 and five profitable years for a branch office.

• A liaison office can't earn income in India, and a branch office can't manufacture or trade at retail. Registration is only the start, because annual filings with the Registrar, RBI and the tax authorities follow.

What Is a Foreign Company in India?

Under the Companies Act, 2013, a foreign company is a company or body corporate incorporated outside India that has a place of business in India, whether by itself or through an agent, physically or through electronic mode. A UK company that opens a liaison, branch or project office in India fits this definition and must register.

An Indian subsidiary is different. A wholly owned subsidiary is incorporated in India, so it's an Indian company even though a UK company owns it. It goes through the normal incorporation process, not Form FC-1. Our comparisons of the difference between a branch and a subsidiary in India and a UK company versus an Indian subsidiary help you decide which route fits.

Why Is Registration of a Foreign Company in India Necessary?

Section 380 of the Companies Act, 2013 requires a foreign company that establishes a place of business in India to deliver the prescribed documents to the Registrar within 30 days. A foreign company can't simply operate without registering, and default attracts penalties under the Companies Act. Registration also has practical benefits:

• Legal recognition for the office in India

• A bank account in the office's name in India

• Tax registrations such as PAN, TAN and GST, where they apply

• A clear compliance position with the Registrar, RBI and the tax authorities

Types of Foreign Company Offices in India

A UK company can set up one of three kinds of office. The conditions come from RBI's Master Direction on establishing branch, liaison and project offices in India, dated 1 January 2016.

1. Liaison Office

A liaison office represents the UK parent in India and acts as a communication channel between the parent and Indian companies. It can promote exports and imports and promote technical or financial collaboration. It can't carry on business or earn any income in India. RBI's initial permission is for 3 years, and the AD bank can extend it in blocks of 3 years if the annual activity certificates have been filed.

2. Branch Office

A branch office can carry out activities of the parent such as export and import of goods, professional or consultancy services, research in the parent's field and IT or software services. It can also act as a buying or selling agent, and it can earn income in India. It can't undertake manufacturing or processing, and it can't do retail trading.

3. Project Office

A project office exists to carry out one specific project that an Indian company has awarded to the UK company. General permission applies where the UK company holds the contract and the project is funded in one of the ways RBI lists: inward remittance, a bilateral or multilateral financing agency, clearance from an appropriate authority, or a term loan from an Indian public financial institution or bank. Otherwise the application goes to RBI's Central Office. The office closes when the project is complete.

Rules for Registering a Foreign Company in India from the UK

Four sets of rules apply to a UK company registering a foreign company in India:

• RBI approval under FEMA. The UK company applies on Form FNC through an AD Category-I bank, and the UK parent must meet the net worth and profit track-record tests above. Our page on FEMA and RBI compliances covers the wider framework.

• Registration under the Companies Act, 2013. Form FC-1 goes to the Registrar through the MCA portal within 30 days of establishing the place of business, under Section 380 read with Rule 3 of the Companies (Registration of Foreign Companies) Rules, 2014. The MCA's instruction kit for FC-1 sets out the filing.

• An authorised representative in India. One or more persons resident in India must be authorised to accept service of process and notices on behalf of the UK company.

• Authenticated documents. UK documents need to be properly certified for use in India, usually by notarisation and an apostille.

Registration of a Foreign Company in India Online from the UK: Step-by-Step Process

The Form FC-1 filing happens online on the MCA portal, but the RBI step runs through your AD bank. Plan for both.

Step 1: Choose the Office Type and Check Eligibility

Match the office to what the UK company will actually do in India. Check the UK parent's net worth and profit track record against RBI's tests before spending time on documents.

Step 2: Obtain Approval from the RBI

Submit Form FNC through an AD Category-I bank with the supporting documents the bank asks for. An approved liaison or branch office receives a Unique Identification Number (UIN). Keep the approval letter, because it's attached to the FC-1 filing.

Step 3: Prepare and Apostille the UK Documents

Get the UK company's constitutional documents and board resolution ready, have them notarised where needed, then apostilled by the UK's Foreign, Commonwealth and Development Office (FCDO) Legalisation Office. India accepts apostilled UK documents, since both countries are members of the Hague Apostille Convention.

Step 4: Get a Digital Signature Certificate for the India-Based Signatory

The authorised representative in India needs a Digital Signature Certificate (DSC) to sign and file forms online. A Director Identification Number (DIN) is a requirement for directors of Indian companies, so confirm in the current FC-1 form which of the persons named in the filing are asked for one.

Step 5: Register on the MCA Portal and File Form FC-1

Create the business user login on the MCA portal and file Form FC-1 within 30 days of establishing the place of business. The filing carries the particulars of the principal place of business in India, the UK company's directors and secretary, the authorised representative's details and the RBI approval letter.

Step 6: Receive the Registration and Complete the Set-Up

Once the Registrar approves Form FC-1, the office is registered and receives a Foreign Company Registration Number (FCRN). Then obtain PAN and TAN, open the Indian bank account and register for GST if the office makes taxable supplies.

Documents Required for Foreign Company Registration in India

The exact list depends on the office type and on what the Registrar and your AD bank ask for. For a UK company, the core documents are:

• Certificate of incorporation of the UK company, as issued by Companies House

• Memorandum and Articles of Association, or the UK company's equivalent constitutional documents

• Address of the registered office in the UK, and address proof for the principal place of business in India

• List of directors and company secretary, with their details

• Board resolution or power of attorney authorising the office and appointing the authorised representative in India

• Identity and address proof of the authorised representative

• RBI approval letter

Documents issued in the UK are generally notarised and then apostilled through the FCDO. The UK government's legalisation service explains how to apply, and India's Ministry of External Affairs explains how it treats apostilled documents. Don't assume a document accepted in the UK will be accepted in India without this step.

Tax and Compliance After Registration

Registration is the start of ongoing filings with three authorities.

• Income tax. A foreign company is taxed in India on income arising in India. A branch or project office is taxed at the foreign-company rate, which is 35% plus surcharge and cess at the time of writing (check the Income Tax Department's rate table for the current figure). A liaison office can't earn income, but it still files annual statements with the tax authorities.

• GST. An office that makes taxable supplies may need GST registration.

• Transfer pricing and treaty relief. Dealings with the UK parent are international transactions, so transfer pricing rules apply. Relief may be available under the India-UK Double Taxation Avoidance Agreement (DTAA).

• Registrar of Companies. Form FC-2 reports changes within 30 days. Form FC-3 (annual accounts) is due within six months of the financial year end, and Form FC-4 (annual return) within 60 days of the financial year end.

• RBI. Liaison and branch offices file an Annual Activity Certificate, prepared by a chartered accountant, through the AD bank.

Advantages and Limits of a Foreign Company Office in India

An office registered as a foreign company suits some plans well and others poorly.

Advantages:

• A way to test the Indian market, suppliers and customers before committing to an Indian subsidiary

• Direct control by the UK parent, with no separate Indian shareholding to manage

• Access to a large market and a skilled workforce

Limits:

• The office isn't a separate legal entity, so the UK company is directly responsible for its obligations in India

• Activities are restricted, and a liaison office can't earn income at all

• A branch office's profits are taxed at the foreign-company rate, which is higher than the domestic rate

• RBI conditions and annual filings with the Registrar, RBI and tax authorities continue for as long as the office runs

If those limits don't suit your plans, read our guide to setting up a wholly owned subsidiary in India.

Common Mistakes When Registering a Foreign Company in India

• Missing the 30-day deadline. The clock for Form FC-1 starts when the place of business is established.

• Starting operations before RBI approval. The RBI approval letter is part of the FC-1 filing, so the order is approval first.

• Choosing the wrong office type. A liaison office can't earn income, so a company that expects to invoice from India needs a branch or a subsidiary.

• Submitting UK documents without an apostille. Unauthenticated documents are a common cause of delay.

• Forgetting the annual filings. Forms FC-3 and FC-4, the Annual Activity Certificate and the tax returns all recur every year.

• Treating a foreign company and a subsidiary as the same thing. They register under different rules, as the RBI and FEMA guidelines for a foreign subsidiary show.

How to Choose the Best Foreign Company Registration Service in India

The process involves an AD bank, RBI, the Registrar and the tax authorities, so the adviser you choose matters. Ask these questions before you appoint anyone:

• Who liaises with the AD bank and files Form FNC?

• Who files Form FC-1 and acts as the authorised representative, if you don't have one in India?

• Is a chartered accountant handling the Annual Activity Certificate and the tax filings?

• Which fees are included, and which (government, bank and apostille charges) are separate?

Conclusion

Registering a foreign company in India is a structured process. RBI approval comes first, then Form FC-1 within 30 days, then annual filings with the Registrar, RBI and the tax authorities for as long as the office runs. Choose the office type from what the UK company will actually do in India, not from what's quickest to set up.

VenturEasy helps UK companies work through the choice between an office and a subsidiary, the RBI and MCA filings, and the compliance that follows.

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Frequently Asked Questions (FAQs) About Foreign Company Registration in India

Can a Foreign Company Operate in India without Registration?

No. A foreign company that sets up a place of business in India must register under the Companies Act, 2013 by filing Form FC-1 within 30 days, and a liaison, branch or project office needs RBI approval first. Operating without registration is a default that attracts penalties. The alternative is an Indian subsidiary, which is a separate Indian company with its own incorporation process.

How Long Does It Take to Register a Foreign Company in India?

There's no fixed timeline, because it depends on RBI approval, how quickly the UK documents are notarised and apostilled, and how accurate the application is. The only statutory clock is Form FC-1, which must be filed within 30 days of establishing the place of business. Preparing every document before you apply is the best way to avoid delay.

Is Online Registration of a Foreign Company Possible?

Partly. Form FC-1 is filed electronically on the MCA portal by the authorised representative using a Digital Signature Certificate. The RBI approval runs through an AD bank, and the apostilled UK documents start as physical papers, so the full process isn't a single online application.

Why Is RBI Approval Necessary?

Under FEMA, RBI regulates how foreign entities establish offices in India and how money moves in and out. A liaison or branch office is approved on an application through an AD Category-I bank and receives a Unique Identification Number. This keeps the office's activities within what RBI permits for its type.

Do Foreign Companies Pay Taxes in India?

Yes. A foreign company is taxed under Indian tax law on income arising in India, and a branch or project office is taxed at the foreign-company rate. If a company has a Permanent Establishment in India, it pays tax on the profits attributable to it. GST, TDS and other taxes may also apply, and relief may be available under the India-UK Double Taxation Avoidance Agreement (DTAA).

Is a Wholly Owned Subsidiary a Foreign Company under Indian Law?

No. A company incorporated in India is an Indian company, even if a UK company owns 100% of its shares. It registers through the normal incorporation process, not Form FC-1. See our guide to Indian subsidiary company registration if that's the route you're considering.