India is one of the world’s most rapidly developing economies, and its economy attracted a record USD 81.04 billion in FY 2024–25 foreign direct investment inflows, up by 14% from last year. With over 5,200 foreign entities listed and operating businesses across various sectors, India is filled with opportunities for foreign business houses to expand. Whether it is establishing a wholly-owned subsidiary, branch, liaison, or project office, familiarity with the registration process is critical to comply and prosper. This comprehensive blog leads you through every step of foreign company registration in India, the law, types of offices, approvals needed, and post-registration compliance.
What Is a Foreign Company under Indian Law?
A foreign company, according to Section 2(42) of the Companies Act, 2013, is a body corporate except one incorporated under this Act, which:
- Has a place of business in India (electronic or physical), or
- Carries out any business activity in India.
- Such companies are required to be registered with the Registrar of Companies (ROC) within a period of 30 days from the establishment of a place of business in India.
Types of Foreign Company Presence in India
Foreign companies have different structures to operate in India:
1. Wholly Owned Subsidiary or Joint Venture
- A stand-alone Indian company registered under the Companies Act, 2013.
- Can be a Private Limited or a Public Limited company.
- Allows 100% Foreign Direct Investment (FDI) using the automatic route in all industries.
- Offers limited liability and increased operating freedom.
2. Liaison Office (LO)
- An office of communication between the parent and Indian parties.
- It is not allowed to undertake commercial activity or earn revenue.
- Requires advance approval of the Reserve Bank of India (RBI).
- Expenses are funded through remittances by the parent company.
3. Branch Office (BO)
- Can undertake commercial activity such as export/import, consultancy, and research.
- Suitable for big and prosperous foreign companies.
- Requires RBI approval.
- Subject to Indian law and taxation.
4. Project Office (PO)
- Established to execute specific projects awarded by Indian parties.
- Requires RBI sanction.
- It is valid for the project duration.
Step-by-Step Guide to Registering a Foreign Company in India
Here is a step-by-step guide on how to register a foreign company in India:
Step 1: Market Study and Entry Strategy
- Get to know the Indian market dynamics, regulations, and industry-specific FDI regulations.
- Select the business model: subsidiary, liaison, branch, or project office.
Step 2: Obtain Required Approvals
- RBI Approval: Compulsory for branch, liaison, and project offices.
- Automatic Route: 100% FDI allowed in all industries except a few without government approval for fully owned subsidiaries.
- Sectoral Caps: Check whether your industry has FDI limits or requires government approval.
Step 3: Reserve a Unique Company Name
- Use the MCA’s RUN (Reserve Unique Name) facility to reserve and apply for your company name.
Step 4: Prepare Incorporation Documents
- Memorandum of Association (MoA) and Articles of Association (AoA).
- Director and shareholder details.
- Evidence of registered office in India.
- Digital Signature Certificate (DSC) and Director Identification Number (DIN) for directors.
Step 5: File Incorporation Application
- Submit SPICe+ (Simplified Proforma for Incorporating Company) form to the Ministry of Corporate Affairs (MCA).
- Attach all documents and pay registration fees.
Step 6: Obtain Certificate of Incorporation
- On approval, the ROC issues the Certificate of Incorporation.
- The foreign company is legally incorporated in India.
Step 7: Obtain PAN and TAN
- Get a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) from the Income Tax Department.
Step 8: Bank Account Opening
- Open an Indian bank account for operational transactions.
Registration of Liaison, Branch, and Project Offices
Let’s understand the registration process for Liaison, Branch, and Project Offices in India:
- Submit Form FNC-1 to the Registrar of Companies within 30 days of the establishment of a place of business.
- Obtain RBI approval before opening liaison, branch, or project offices.
- Submit documents like the board resolution, the financial statements of the parent company, and the Indian operations’ information.
Post Registration Compliance Requirements
Below are the post registration compliance requirements for a foreign company registered in India:
- File annual returns and financial statements with the ROC.
- Meet Indian taxation regulations, including Goods and Services Tax (GST).
- Maintain statutory registers and records.
- Conduct regular board meetings and comply with the Companies Act provisions.
- Liaison offices need to file half-yearly activity reports with the RBI.
Foreign Company Registration Benefits in India
Here are some of the advantages of registering a foreign company in India:
- Access to one of the globe’s fastest-growing consumer markets.
- 100% FDI is allowed in most industries under the automatic route.
- Strong legal infrastructure through the Companies Act, 2013.
- Tax policies and incentives are favorable to startups.
- Strategic export and manufacturing location.
Challenges and Considerations of Foreign Company Registration
Here are the challenges foreign company owners may face while registering their company in India:
- Processing times for approvals might differ, especially for RBI approvals.
- Compliance and reporting are stringent.
- Sector-specific restrictions can apply.
- In-house local legal and financial expertise may be needed.
Recent Trends and Statistics in Foreign Company Registration
- India attracted approximately USD 81.04 billion FDI in FY 2024–25.
- Maharashtra, Karnataka, and Delhi are the top states for foreign company registrations.
- Over 5,200 foreign companies in India as of January 2025.
- The top source countries for FDI are Mauritius, Singapore, and the United States.
Helpful Link: Can a Foreign Company Invest in an Indian Company?
Conclusion
Foreign company registration in India requires careful thought, compliance with regulatory requirements, and sufficient allowance for approvals. One should be aware of the statutory requirements and procedural processes to enter into or maintain operations through its wholly owned subsidiary, liaison office, branch office, or project office, ensuring the proper planning of product entry into the market and its operation.
The necessary expert consultation required would be from company secretaries or chartered accountants, or attorneys, depending on which area the procedure lies, thereby facilitating the matters concerning the company and ensuring compliance therewith. For more information, talk to our experts at StartupFino today.
Frequently Asked Questions (FAQs)
1. What are the distinguishing features between liaison offices and branch offices in India?
The liaison office serves as a communication channel and hence it cannot undertake commercial activities, whereas the branch office may carry on such business operations, subject to the approval of the Reserve Bank of India (RBI).
2. How long does it take to register a foreign company in India?
Generally, 15 to 30 days with all documents in hand, but delay could be on account of RBI approvals.
3. Does a foreign company have permission to fully own an Indian subsidiary?
Yes, it has permission because India permits 100% FDI on an automatic route in most sectors, thus promoting wholly-owned subsidiaries.
4. Are any approvals required for starting foreign company offices in India?
RBI sanctions for liaison, branch, and project offices. Subsidiaries are to be registered with the Registrar of Companies.
5. Do foreign companies need to file annual returns in India?
Yes. Foreign companies are required to maintain annual returns and accounts with the ROC and are liable to be taxed under Indian taxation laws.
6. Can a foreign company open more than one office in India?
Yes, provided each office fulfils the requirements for registration and acquires proper approvals.
