How to Successfully Register a Foreign Company in India in 2026?
The process of registering a foreign company in India remains straightforward but can be time-consuming if you are unfamiliar with the legal and procedural requirements.
The guidelines are prescribed under the Companies (Registration of Foreign Companies) Rules, 2014, read with the Companies Act, 2013, and updated compliance standards introduced by the Ministry of Corporate Affairs (MCA).
With the current digital filing systems and MCA’s V3 portal, company registration can typically be completed within 5 to 12 working days, depending on documentation accuracy and approvals.
Before investing in India’s growing market or starting business operations commencing operations, it is essential to establish your company’s legal presence. Foreign businesses can register either as a Private Limited Company (subsidiary of a foreign parent) or as a Foreign Company (branch office, liaison office, or project office), depending on business goals and compliance needs.
The first step is to decide whether your entity should operate as a commercial establishment (for profit-making activities) or a non-commercial setup (such as liaison offices for communication and representation purposes).
Subsidiary Company Entry Routes for Commercial Operations
Under Section 2, subsection 42 of the Companies Act, 2013, a foreign company is defined as a company or a corporate body incorporated outside India and has a place of business, whether by itself or through an agent.
Foreign nationals or Companies can form a company in India using either of the two methods mentioned below:
- Wholly owned subsidiaries or
- Joint ventures with other Indian Companies.
Non-commercial Operations in India
Even if you have no intention of conducting commercial operations in India, there are three different types of foreign entities that you can register:
- Liaison Office, also known as a Representative Office.
- Project Office
- Branch Office
Private Limited Company (PLC)
The Companies Act, 2013, governs the registration of a Private Limited Company (PLC) in India and is now fully integrated into the MCA V3 portal. Foreign companies can complete the registration digitally using SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus), which combines incorporation, PAN, TAN, and other statutory registrations.
Within 30 days of establishment, foreign companies must:
- Submit Form FC-1 online with the required documents and fees.
- Provide a list of Directors and the Company Secretary.
- Attach RBI/FEMA approvals, if applicable, or a declaration from the authorised representative of the foreign company.
- File Form FC-2 for any changes or alterations in the submitted documents within 30 days.
This process ensures faster approvals, fewer manual submissions, and integrated compliance with tax, EPFO, and ESIC requirements.
Preparing the Financial Statement of the Foreign Company
Foreign companies must prepare financial statements for their Indian operations in accordance with Schedule III of the Companies Act, 2013, or as closely aligned as possible. A practising Chartered Accountant in India must audit all financials. Required documents include:
- Standalone financial statements of Indian operations
- Copies of consolidated parent company financials, if applicable, along with certified English translations
- Any other documents required by the MCA or the RBI for compliance
Fund Transfer to the Foreign Companies Registered in India
Foreign companies must submit a fund transfer statement for all inward/outward remittances related to dividends, capital contributions, or payments between the Indian branch and the foreign parent or affiliates. Required details include:
- Date and amount of transfer
- Purpose of transfer
- Mode of payment
- Regulatory approvals from RBI/FEMA, if applicable
All statements should be submitted to the Registrar of Companies (RoC) within six months of the financial year-end, with a possible extension of up to three months upon written request.
Audit Requirements
All Indian operations of a foreign company must be audited annually by a practising Chartered Accountant or an audit firm in India in compliance with Schedule III, Companies Act 2013 and RBI/FEMA regulations.
Registration of Places of Business Along With Financial Statement
Foreign companies are required to file Form FC-3 online with the Ministry of Corporate Affairs (MCA), providing details of all their operating offices in India. The submission must include audited financial statements and the prescribed filing fees in accordance with the latest MCA regulations.
Annual Return of Foreign Companies Registered in India
A foreign company is given a period of sixty (60) days from the last day of its financial year to file its annual return in Form FC.4 along with the fee as provided in the Companies (Registration Fees) Rules 2014.
Office of Registrar of Companies:
All foreign companies must submit compliance documents online to the RoC having jurisdiction over their registered office in India. A formal notifications must be sent to the RoC if the company ceases to have a place of business in India. Fees are as prescribed in the current MCA Rules.
Certified True Copy of Documents
A copy of any document or instrument constituting or defining the constitution of a foreign company is required to be duly certified as a true copy in two ways.
Outside the Commonwealth-
The copy shall be certified as a true copy by
I. An official of the Government to whose custody the original is situated; or
II. A Notary (Public) of such Country; or
III. An officer of the company.
Within the Commonwealth-
The copy of the document shall be certified as a true copy by–
IV. An official of the Government to whose custody the original of the document is committed; or
V. A Notary (Public) in that part of the Commonwealth; or
VI. An officer of the company, on oath before a person having authority to administer an oath in that part of the Commonwealth.
Any altered document also needs to be duly certified in the manner mentioned above.
If the Company is incorporated in a country outside the Commonwealth, but a party to the Hague Apostille Convention, 1961-
a. The copy of the documents shall be certified as a true copy by an official of the government to whose custody the original is committed and be duly apostilled in accordance with the Hague Convention.
b. A list of the directors and the secretary of the company, if any, the name and address of a person resident in India, authorised to accept notice on behalf of the company, shall be duly notarised and be apostilled in the Country of their origin in accordance with the Hague Convention;
c. The signatures and addresses on the Memorandum of Association, and proof of identity where required, of foreign nationals seeking to register a company in India, shall be notarised before the notary of the country of their origin and be duly apostilled in accordance with the Hague Convention.
Notarization & Authentication of Translated Documents:
All documents need to be filed with the Registrar, shall be in English, and if it isn’t, then there needs to be a translation attached, duly certified to be correct in the manner given in these rules.
If the translation is made outside of India, the document needs to be authenticated by the signature and the seal, if any, of the official having custody of the original, or a Notary (Public) of the country where the company is incorporated; provided that the company was incorporated in a country outside the Commonwealth.
The signature or seal of the person certifying needs to be authenticated by a diplomatic or consular officer empowered under section 3 of the Diplomatic and Consular Officers (Oath and Fees) Act 1948.
However, if the translation is made within India, it should be authenticated by an advocate, attorney or pleader entitled to appear before any High Court or an affidavit of a competent person having, in the opinion of the Registrar, an adequate knowledge of the language of the original and of English.
Documents to Be Annexed to Prospectus:
The following documents shall be annexed to the prospectus, namely:
- Any consent to the issue of the prospectus required from any person as an expert;
- A copy of contracts for the appointment of managing director or manager, and in case of a contract not reduced into writing, a memorandum giving full particulars thereof;
- A copy of any other material contracts, not entered in the ordinary course of business, but entered within the preceding two years;
- A copy of the underwriting agreement; and
- A copy of the power of attorney, if a prospectus is signed through a duly authorised agent of the directors.
India has a vast and built-in potential market to explore. If you are looking to conduct business in India, you need to establish your company’s presence by registering your business and filing the appropriate forms with the relevant Indian authorities. If you are looking to establish a foreign company in India, our team here at 3E Accounting will guide you through the entire process.
