India welcomes foreign investment, and Non-Resident Indians (NRIs) and foreign nationals have broad rights to incorporate and own companies in India. The process is increasingly digital and can often be completed without the promoter being physically present in India.

Can NRIs and Foreign Nationals Incorporate a Company in India?

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    Incorporate a Private Limited Company as a shareholder and/or director

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    Hold up to 100% equity in most sectors under the automatic FDI route

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    Operate as a Wholly Owned Subsidiary (WOS) of a foreign parent

The key regulatory framework is the Companies Act, 2013 (for incorporation) and FEMA (for foreign investment).

Most Suitable Structures

Private Limited Company (WOS or JV)

The most popular choice for NRIs and foreign companies. Offers limited liability, separate legal entity status, and full repatriation of profits. Subject to FDI regulations.

Limited Liability Partnership (LLP)

LLPs can accept foreign investment, but only under the government approval route unless otherwise specified in the FDI Policy. Less commonly used by foreign investors than Pvt Ltd.

Branch Office

Only for foreign companies (not individuals). Requires RBI approval. Can carry on activities of the parent company in India. Not a separate legal entity — parent company bears full liability.

Liaison Office

For market research and promotion only. Cannot earn revenues or enter into commercial contracts. Requires RBI approval.

Directorship Requirements

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    A Private Limited Company must have at least 2 directors and 2 shareholders

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    At least one director must be an Indian resident (i.e., a person who has stayed in India for at least 182 days in the previous calendar year)

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    NRIs who are not ordinarily resident in India need to appoint a local resident director (PGA & Co. can assist with nominee director arrangements)

Step-by-Step Incorporation Process

Step 1 — Document Preparation Gather apostilled/notarised copies of identity proof (passport) and address proof for all foreign directors and shareholders.

Step 2 — DSC & DIN Obtain Digital Signature Certificate (DSC) and Director Identification Number (DIN) for all proposed directors.

Step 3 — Name Reservation File RUN (Reserve Unique Name) on the MCA portal.

Step 4 — SPICe+ Filing File the integrated incorporation form (SPICe+) along with MOA (Memorandum of Association) and AOA (Articles of Association).

Step 5 — Certificate of Incorporation MCA issues the Certificate of Incorporation (COI), PAN, and TAN.

Step 6 — Bank Account Open a non-resident business bank account. Foreign funds are remitted through the NRE/FCNR route or direct foreign remittance.

Step 7 — RBI Reporting File Form FC-GPR with RBI within 30 days of receiving foreign investment.

FEMA & RBI Compliance for NRIs

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    NRIs can invest in India on a repatriable basis (from NRE/FCNR accounts) or non-repatriable basis (from NRO accounts)

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    Repatriable investments allow profit and capital repatriation; non-repatriable do not

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    Foreign nationals (non-NRIs) investing in India are treated as foreign investors for FEMA purposes

Tax Obligations

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    Indian company pays corporate tax at 22% (Section 115BAA) + surcharge + cess

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    Dividends paid to NRI or foreign shareholders attract withholding tax (typically 20%, or lower under applicable DTAA)

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    All international transactions between the Indian company and related foreign parties are subject to Transfer Pricing regulations

Documents Required for Foreign Promoters

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    Passport (apostilled/notarised)

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    Address proof (bank statement or utility bill, apostilled)

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    Passport-size photograph

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    Board resolution / authorisation letter (if a company is a shareholder)

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    Apostilled Certificate of Incorporation (if a foreign company is a shareholder)

How India Company Setup Can Help

We have incorporated 100+ companies in India for foreign clients across USA, UK, UAE, Singapore, and Australia. Our team handles end-to-end incorporation, RBI/FEMA reporting, nominee director arrangements, and ongoing compliance.

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