registration of foreign company

Registration of Foreign Company in India

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Online Foreign Company Registration  


Online Registration of a Foreign Company in India is now easy with Tax Robo's simple Pvt Ltd company registration process. Register today!


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Foreign Companies under the Companies Act, 2013


Foreign Company meaning under The Companies Act, 2013 RBI guidelines, etc.

Sec 2 (42) of the Companies Act 2013 defines a Foreign company as: "A foreign company is any company or body corporate incorporated outside India which

  • Has A Place Of Business In India And
  • Conducts Any Business Activity In India In Any Other Manner
    • Setting up a Liaison Office
    • Representative Office
    • Branch office of the foreign company

As the world moves towards globalization with every second that passes, India also welcomes foreign investors to set up companies for the purpose of Business in India.

Thus, the need for setting up proper legal procedures in place to assist foreign companies and to protect their interests as well as the interests of our company, and the provisions of regulations to be followed by foreign companies was cemented.

A foreign company can do Business in India either as an Indian company :

  • By buying shares in an Indian subsidiary company, owning it completely or partially.
  • By opting for a Joint venture with an Indian Company or an Indian National. Or as a Foreign company :
  • By opening a branch office and providing proof of profitability.
  • By opening a liaison office for liaison activities, expenses of which must be met through foreign remittance of the parent company.
  • By opening a project office. Under this provision, foreign companies are awarded projects by Indian companies which require permission from the Reserve Bank of India.

What are the steps involved in registering a foreign company to do Business in India?


After you've accumulated all the necessary documents for a particular method to do Business in India, the following steps will assist in getting the company registered and ready for trading. These are :

Step 1: Obtain DSC (Digital Signature Certificate) for directors.

Step 2: Apply for name approval {if operating via a new wholly owned subsidiary} to the MCA.

Step 3: File MoA & AoA and submit documents to the ROC for verification.

Step 4: File Spice (INC-32)

Step 5: Get Incorporation Certificate.

Step 6: Apply for PAN, and TAN & open Bank Account for trading

All this sounds easy but looks rather complicated. I need professional help. Can anyone help?
Tax Robo is at your service. Right from accumulating documents to incorporation to even suggesting post-incorporation tools to help your Business, we've got everything covered.

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Basic Package

₹29999 .00

* All Exclusive

  • MOA & AOA Drafting
  • Digital Signature Certificate 2 Years Validity (2 Persons)
  • Name Approval
  • PAN & TAN
  • Incorporation Fees Authorised Capital Of Rs.10 Lakhs
  • GST Registration
  • Incorporation Certificate
  • Share Certificate
  • Appoint First Auditor of the Company
  • Free Bank Account Opening

Family Auditor

₹49999 .00

* All Exclusive

  • MOA & AOA Drafting
  • Digital Signature Certificate 2 Years Validity (2 Persons)
  • Name Approval
  • PAN & TAN
  • Incorporation Fees Authorised Capital Of Rs.10 Lakhs
  • GST Registration
  • PF & ESI Registration
  • Incorporation Certificate
  • Share Certificate 
  • Appoint First Auditor of the Company
  • Free Bank Account Opening
  • Statutory Registers and Records
  • Free Experts Consulting  

Important Steps Before Registration of Foreign Company

Knowledge of the Business

✓ Do you have previous experience in the same Business? how many years?

✓ Product analysis with the questions of whether the product is under any restricted sales in India eg. Cement, Steel.

Marketing Strategy

✓ Marketing strategy is available with target customers.

✓ Pricing of products and margin available in the product.

Growth of the Business

✓ Growth of the Business in India for the next 5 to 10 years.

✓ Feasibility report of the Business and products.

✓ Business plans and projected Financial Product for 5 years.

Funds – Working Capital

✓ Sufficient working capital required for running the Business for a minimum period of 3 months. The funds can be own funds or Bank funds.

✓ How many months of Investment in the Business have required, returns on investments, and working capital funds available for fixed expense months?

Documents required for Foreign Company Registration


ID Proof

Scanned copy of PAN Card, Voter ID, Passport , Driving License

Registered Office Proof

No Objection Certificate (NOC) from the owner, Utility bill (should not be older than two months) and Notarized Rent agreement (in case of rented property) / Registry Proof or House Tax Receipt (in case of owned property)

Address Proof

Latest Bank statement/ Utility bill in the name of director which should not be older than two months

Photo

Latest passport size photograph

Address proof of registered office.

PAN Card.

Address proof of Indian directors (Aadhar, Passport, Voter ID).

Passport for Foreign Nationals.

Photo ID (Driving License, Passport etc.)

All documents must be attested & certified by the Indian Embassy.

A joint venture requires a contract be drafted with following points mentioned clearly for sake of both parties involved. They are :

  • Agreement for settlement of Disputes.
  • Clause for holding shares.
  • Clause for transfer of shares.
  • Clause for confidentiality.
  • Clause for recruitment of board of directors and distribution of powers among management.

Provisions set up by the Reserve Bank of India govern laws regarding directives for foreign liaison offices. They are :

  • A profit making record preceding 3 financial years in the home country with a net value exceeding $50,000 is mandatory.
  • A letter of comfort to him submitted by the parent company, satisfying the above condition in case the company fails to provide the above mentioned record.
  • RBI Approval under FEMA (Foreign exchange management act, 1999) and approval from IRDA (Insurance regulatory & development authority) India.
  • An application forwarded by a designated authorised dealer category-1 Bank is needed for setting up an Indian office.
  • Unique Identification Number will be awarded by the RBI to the office.
  • MoA, AoA or certificate of incorporation in English along with the application (duly attested by the Indian embassy or Notary Public) and required documents must be filed.
  • Latest Balance Sheet (audited) of the applicant entity should be filed

A foreign company can do Business in India by setting up a branch office, but it would require the permission of RBI, meeting these necessary requirements :

  • The company must be engaged in manufacturing or trading activities.
  • Company must have marked profit in the last 5 financial years.
  • Net worth of the company must not be less than $ 100,000 in its home country.
Documents required For Project Office.

If a foreign company wishes to setup office and has secured a contract from an Indian company to execute a project in India, then permission from the RBI is not required, if following conditions are met :

  • The project must be funded directly by inward remittance from abroad.
  • Project is funded by a bilateral or multilateral financing company
  • Has received clearance from a designated authority.
  • The foreign company has a company or entity in India and a contract has been granted term loan by a Bank in India or a Public financial institution for this project.

If these conditions are not met, permission from the RBI to proceed with Business is mandatory.

Compliance After Incorporation Of Private Limited Company


Statutory Obligations

✓ File GST return every month without delay

✓ PF & ESI return filing

✓ TDS Payments & Return filings

✓ Advance Tax payments

✓ File Income Tax return by every year before due date

Compliances

✓ GST registration

✓ PF & ESI Registration if applicable

✓ Profession Tax registration

✓ Import & Export Code registration

✓ STPI Registration / SEZ registration

✓ Secretarial compliance required for passing resolutions, Change in Management, entering contracts, loan obligations etc

Accounts & Operations

✓ Open a Bank account with one Private Bank and one scheduled Bank

✓ Get one accounting software with GST facility

Performance

✓ Review Financial Products performance by every 3 months

✓ Compare the budget amount with actual Financial Products results