Company setup in India for NRIs and foreign investors
A private limited company, LLP or branch office in India — with the FDI route, FEMA reporting and Indian tax registrations planned from day one, by a Mumbai-based team.
If you live in the UAE or elsewhere abroad and want a business in India too — a logistics or trading company, an IT back office, or an Indian subsidiary of your foreign company — India allows foreign investment without prior approval under the automatic route, except in sectors that are prohibited, capped or need government approval, but the entity you choose, who sits on the board and how the money comes in decide which filings follow. We are an Indian company headquartered in Mumbai, so we handle incorporation and the FEMA side here, and our UAE colleagues at ProBiz Setup work with clients on the UAE side.
Key facts at a glance
| Entity options | Private limited company (including a wholly owned subsidiary of a foreign company); limited liability partnership (LLP); One Person Company for Indian citizens, including NRIs; or a branch, liaison or project office of a foreign company under RBI rules |
| Directors & members | A private company needs at least 2 directors and 2 members. At least one director must stay in India for 182 days or more in the financial year (applied proportionately in a new company's first financial year) |
| LLP | At least 2 designated partners, one of whom is resident in India — 120 days or more in the financial year since 1 April 2022 |
| Minimum capital | No minimum paid-up capital for a company |
| Incorporation | SPICe+ (Form INC-32) on the MCA portal: name, incorporation, PAN, TAN and DIN for up to three directors, with linked registrations for EPFO, ESIC, professional tax, shops and establishments (state-specific), a bank account and, optionally, GST |
| Foreign documents | Identity and address proofs of foreign subscribers are notarised, and apostilled or consularised depending on the country (Companies (Incorporation) Rules, 2014) |
| FDI route | Up to 100% foreign investment under the automatic route unless the sector is prohibited, capped or needs approval; government approval for listed sectors and where the investor or its beneficial owner is from a country sharing a land border with India |
| FEMA reporting | Form FC-GPR within 30 days of issuing shares (Form LLP(I) for an LLP within 30 days of receiving the contribution) and the annual FLA return by 15 July |
| NRI investment | Investment by NRIs and OCIs on a non-repatriation basis is treated as domestic investment |
| Tax & GST | Domestic companies can opt for 22% plus surcharge and cess, if they give up specified deductions and incentives (the option cannot be withdrawn), under section 200 of the Income-tax Act, 2025 (formerly section 115BAA). GST registration above ₹40 lakh (goods only, in states that adopted it) or ₹20 lakh (₹10 lakh in some special category states), and regardless of turnover for inter-state supplies of goods and the other cases listed in section 24, such as certain e-commerce sellers and operators |
Best suited for
- NRIs in the UAE and the Gulf starting a business in India
- Foreign companies opening an Indian subsidiary or back office
- Logistics, trading, IT and professional services businesses
- Families moving an existing business into a company structure
What we handle
- Choosing between a company, an LLP and a branch or liaison office
- Checking the FDI route and any sector conditions for your activity
- Name approval, DSC and DIN, and SPICe+ incorporation
- Discussing resident-director options where none of the founders lives in India
- Bank account, PAN, TAN, GST and payroll registrations
- FC-GPR or LLP(I) after the money arrives, and the FLA return each July
- First-year compliance: INC-20A, first auditor, accounts and annual filings
Company, LLP or branch office?
A private limited company is the usual choice for foreign investors: it can take up to 100% FDI under the automatic route unless the sector is prohibited, capped or needs approval, it is familiar to banks and customers, and it can bring in investors later. An LLP can also take foreign investment under the automatic route where 100% FDI is automatic for that sector and there are no FDI-linked performance conditions, with lighter governance but less flexibility for raising capital. Since 1 April 2021, an Indian citizen — whether resident in India or not — can form a One Person Company; foreign nationals and OCI holders cannot.
A foreign company can instead open a branch office or liaison office, approved through an authorised dealer bank under the RBI's rules. A branch office generally needs a profit record in each of the last five years and a net worth of at least USD 100,000; a liaison office needs three profitable years and USD 50,000 of net worth. A liaison office acts as a communication channel only and cannot carry on business or earn income in India. A project office for a specific contract has general permission where the contract meets the RBI's conditions (for example, the project is funded by inward remittance or by a bilateral or multilateral agency).
The resident director rule
Every company needs at least one director who stays in India for 182 days or more in the financial year. If all the founders live abroad, a trusted family member or professional in India can fill this role — we discuss options with you before incorporation, because the resident director carries real legal responsibilities.
After incorporation: the first year
- Bring in the share capital through banking channels, issue the shares within 60 days of receiving the money, and file Form FC-GPR on the RBI's FIRMS portal within 30 days of issuing the shares.
- File the commencement-of-business declaration (INC-20A) within 180 days of incorporation.
- Appoint the first auditor within 30 days of incorporation.
- File the FLA return by 15 July each year, and the annual accounts (AOC-4) and annual return (MGT-7 or MGT-7A) after the AGM.
Late FEMA filings can generally be regularised with a late submission fee within three years of the due date, but it is far simpler to file on time. If you are an Indian resident investing abroad (for example into a UAE company), see our FEMA and ODI page.
Frequently asked questions
Can an NRI own 100% of a company in India?
Yes, in sectors under the automatic route. Foreign investment of up to 100% is allowed without prior approval except in sectors that are prohibited, capped or need government approval. An NRI or OCI can also invest on a non-repatriation basis, which is treated as domestic investment.
Does an Indian company need a resident director?
Yes. At least one director must stay in India for 182 days or more in the financial year. For a newly incorporated company the requirement applies proportionately at the end of its first financial year.
Can a foreign national or NRI form a One Person Company in India?
Since 1 April 2021, an Indian citizen can form a One Person Company whether or not they live in India. Foreign nationals and OCI holders cannot form an OPC; they can use a private limited company or an LLP instead.
What FEMA filings follow foreign investment in an Indian company?
The company files Form FC-GPR within 30 days of issuing shares to the foreign investor, and the annual return on foreign liabilities and assets (FLA) by 15 July each year. An LLP reports foreign contributions in Form LLP(I) within 30 days.
Is there a minimum capital for a private limited company in India?
No. There has been no minimum paid-up capital requirement since 2015, although the capital should match what the business actually needs.
Sources: Companies Act, 2013 (sections 3, 10A, 92, 137, 139 and 149) and the Companies (Incorporation) Rules, 2014, as amended in 2021; Limited Liability Partnership Act, 2008, as amended by the LLP (Amendment) Act, 2021; Consolidated FDI Policy Circular of 2020 and DPIIT Press Notes 2 and 3 (2026 Series); Foreign Exchange Management (Non-debt Instruments) Rules, 2019; Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 (FEMA 395/2019-RB, as amended); RBI FED Master Direction No. 10/2015-16 (Establishment of Branch Office/Liaison Office/Project Office or any other place of business in India by foreign entities, updated 18 May 2021); RBI A.P. (DIR Series) Circular No. 16 dated 30 September 2022 (late submission fee); Income-tax Act, 2025 (section 200); CGST Act, 2017 (sections 22 and 24) and Notification No. 10/2019-Central Tax.
Setting up in India from abroad?
We aim to reply within one business day with initial observations and next steps.