How to Register a Company in India from Singapore

Before starting the registration process, you need to decide which legal structure suits the intended business. Singapore businesses and individuals have four primary entry options in India:

• a Private Limited Company (Subsidiary)
• a Branch Office,
• a Liaison Office,
• or a Project Office

For Singapore businesses that want to actively sell, hire, enter into contracts, and operate in India, an Indian subsidiary is often the most flexible structure. A Branch Office, Liaison Office, or Project Office may be more appropriate depending on the business model and the activities proposed, as well as the applicable RBI and FEMA conditions.

For most Singapore founders and businesses, the Private Limited Company (Indian Subsidiary) is often the most suitable route. It permits 100% foreign ownership under the automatic route in most sectors, subject to sectoral caps and conditions. It also allows full commercial operations, permits hiring employees, enables opening Indian bank accounts, and creates a separate legal entity with limited liability.

Where the structure requires two shareholders, the Singapore parent can hold all but one share, with a nominee holding the remaining share to meet the statutory minimum number of members. Over 90% of FDI into India flows through the automatic route, meaning no prior government approval is required in most sectors.

The Companies Act, 2013, governs the incorporation of all Indian companies. The following are the minimum requirements for a Singapore-based investor to set up an Indian Private Limited Company:

• Minimum shareholders: Two shareholders are required, and both can be Singapore nationals, Singapore companies, or a combination. In cases where the Indian company is intended to be a subsidiary of the Singapore parent, the ownership and control structure should satisfy the applicable Companies Act requirements. Likewise, the Singapore parent may hold 100% of the Indian company's shares where permitted by the applicable FDI rules and sectoral conditions.
• Minimum directors: Two directors are required. At least one director must be an Indian resident, defined under Section 149 of the Companies Act as a person who has stayed in India for at least 182 days during the financial year. The resident director does not need to hold shares or exercise commercial authority, but the role still carries statutory duties and personal liability.
• Minimum capital: There is no statutory minimum paid-up capital for a Private Limited Company in India. In practice, most Singapore investors fund the Indian subsidiary with enough capital to cover initial operational costs.
• Registered office: The company must have a registered address in India before or immediately after incorporation. The company can use a residential address as its registered office.

Singapore and India are both parties to the Hague Apostille Convention, so eligible Singapore public documents can generally be apostilled for use in India instead of going through traditional consular legalization. Singapore joined the Convention in 2021, and the Singapore Academy of Law (SAL) acts as the competent authority for issuing Apostilles.

For an Indian company incorporation, the Singapore parent may need to authenticate documents such as its Certificate of Incorporation, constitutional documents, and board resolutions, depending on the documents requested for the filing.

Singapore has also introduced e-Apostilles . Since 2025, eligible ACRA documents, including Business Profiles and Certificates of Incorporation or Registration, can be authenticated digitally through SAL's system.

Practical tip: Confirm which documents require notarization and apostille before starting the incorporation process. Using the correct authentication route can help avoid document rejection and delays during MCA filing.

If a Singapore company wants to establish an Indian subsidiary, follow the incorporation process in the correct sequence. The process involves document authentication, MCA incorporation, foreign investment compliance, and post-incorporation reporting.

Step 1: Apostille the Singapore Company's Documents

Start by preparing the Singapore parent company's corporate documents before filing the Indian incorporation application.

Singapore and India recognize the Hague Apostille Convention, so eligible Singapore public documents can use the apostille process instead of traditional consular legalization. Singapore joined the Apostille Convention in 2021.

Prepare the documents required for the Indian subsidiary, which may include:

• Certificate of Incorporation of the Singapore company
• Constitution or equivalent constitutional documents
• Board resolution approving the Indian investment
• Board resolution authorizing the representative to subscribe to shares
• Details and identification documents of the authorized representative

The exact documents can vary depending on the incorporation structure and MCA requirements. Complete the authentication process before submitting SPICe+ to avoid delays.

Typical timeline: About 5–10 business days, depending on document preparation and authentication.

Step 2: Obtain Digital Signature Certificates for the Directors

Each proposed director who needs to sign MCA forms must obtain a Digital Signature Certificate (DSC). The DSC allows directors and authorized signatories to electronically sign incorporation documents filed with the Ministry of Corporate Affairs.

Foreign directors can obtain a DSC using the required identity documents, including their passport, through an authorized Indian Certifying Authority. The resident Indian director also needs an appropriate DSC.

Start the DSC process early because foreign applicants may need additional identity verification.

Typical timeline: About 1–3 business days, depending on verification.

Step 3: Obtain Director Identification Numbers

Every director of the Indian company needs a Director Identification Number (DIN). For a new company, first-time directors can obtain their DIN through the SPICe+ incorporation application. You do not need to submit a separate DIN application when the director qualifies for allotment through SPICe+.

If a proposed director already has a valid DIN from an earlier Indian directorship, use that existing DIN in the incorporation application. A private limited company generally requires at least two directors, and at least one director must satisfy India's resident-director requirement.

Timeline: Completed as part of the SPICe+ incorporation process.

Step 4: Reserve the Company Name

Choose a company name that complies with the Companies Act and MCA naming rules. You can reserve the name through SPICe+ Part A when you want to reserve the name before filing the complete incorporation application.

If you file SPICe+ Part A and Part B together, you can enter only one proposed name. If you reserve the name separately through Part A, you can submit up to two proposed names.

The approved name remains reserved for 20 days. You can extend that period to 40 or 60 days by paying the prescribed additional fees. Choose a name that does not closely resemble an existing company, LLP , or trademark. Also check whether the proposed name requires additional approval because of regulated or restricted words.

Typical timeline: About 1–3 business days, depending on MCA processing.

Step 5: File the SPICe+ Incorporation Application

Submit the company's incorporation application through the MCA V3 portal using SPICe+. Provide the company's:

• Registered office details
• Business activities
• Shareholding structure
• Directors' details
• Share capital details
• MoA and AoA
• Singapore parent company's authenticated documents

The linked AGILE-PRO-S form handles several related registrations. GST registration applies only when required or chosen voluntarily. Once submitted, the MCA issues the Certificate of Incorporation, PAN, and TAN simultaneously.

Timeline: 7 to 10 business days after complete submission.

Important: The MCA V3 portal has been updated in 2026 under the Corporate Laws (Amendment) Bill, 2026, which introduced procedural simplifications to SPICe+ workflows. Ensure you use the current V3 portal forms when filing.

Step 6: Open the Indian Bank Account and Transfer Capital

After incorporation, open the Indian company's bank account and transfer the subscribed share capital from the Singapore parent.

Use an authorized banking channel for the foreign remittance and retain the bank's remittance documentation. The Indian company must then issue the equity shares within 60 days of receipt of the funds. If the shares are not issued within this period, the amount generally must be refunded within the prescribed additional timeframe. Keep all transaction records because the company will need them for RBI foreign-investment reporting.

Timeline: 7 to 14 business days, depending on the bank's account-opening process.

Step 7: File FC-GPR With the RBI

After the Indian company issues equity shares to the Singapore parent, complete the applicable foreign-investment reporting with the RBI.

Under the RBI's foreign-investment reporting framework, an Indian company must file Form FC-GPR within 30 days from the date of issue of equity instruments when the issue qualifies as FDI.

Before filing, the Indian entity must complete the required Entity Master registration on the RBI's FIRMS portal and obtain the appropriate Business User access for filing forms such as FC-GPR and FC-TRS.

Keep the relevant share-allotment records, remittance documents, valuation documents, and other supporting information ready for the filing. Shares issued to a non-resident must comply with the applicable pricing guidelines, and the valuation certificate from a Chartered Accountant or SEBI-registered Merchant Banker, as applicable, should support the issue price and be submitted with Form FC-GPR.

If shares are subsequently transferred between a resident and a non-resident, Form FC-TRS may be required. The applicable FC-TRS filing is generally due within 60 days from the date of transfer or receipt/remittance of consideration , as applicable.

If FC-GPR or other applicable FEMA reporting is delayed, the entity may be liable for a Late Submission Fee (LSF) as prescribed by the RBI. Delayed FC-GPR reporting is specifically covered under the RBI's foreign-exchange reporting framework.

The company may also have ongoing FEMA reporting obligations, including the FLA return, which applicable entities generally file by July 15 each year.

Deadline for FC-GPR: Within 30 days from the date of issue of the equity instruments.

Step 8: File Form INC-20A

After completing the FC-GPR filing, file Form INC-20A , the declaration of commencement of business, within 180 days of incorporation . The declaration confirms that the company has received the subscription money from its subscribers. Until the company files this declaration, it cannot commence business or exercise borrowing powers under Section 10A of the Companies Act, 2013.

Timeline: Within 180 days from the date of incorporation.

From the Singapore parent company or Singapore-based founders:

• Certificate of Incorporation of the Singapore entity (apostilled)
• Memorandum and Articles of Association of the Singapore entity (apostilled)
• Board Resolution authorizing the Indian subsidiary's incorporation (apostilled)
• Passport copies of all Singapore-based directors and shareholders
• Proof of address for all Singapore-based directors (bank statement or utility bill, not older than 2 months)

From the Indian resident director:

• PAN card and Aadhaar card
• Proof of residential address in India (recent utility bill or bank statement)
• Consent to act as director (Form DIR-2)

The charges for registering an Indian company/subsidiary from Singapore depend on the authorized share capital, state of incorporation, number of foreign documents, and professional services required. For a typical Private Limited Company, Singapore investors should budget approximately ₹75,000 to ₹2.5 lakh for incorporation and related professional assistance.

Singapore investors benefit from the India-Singapore Double Taxation Avoidance Agreement (DTAA). However, since the Third Protocol to the India-Singapore DTAA took effect in April 2017, treaty benefits for capital gains are subject to the Limitation of Benefits (LOB) clause. India's GAAR can also deny treaty benefits where arrangements lack commercial substance or are primarily designed to obtain tax benefits.

Singapore companies investing in India should also check whether Press Note 3 (2020) affects the proposed investment based on the location or citizenship of the ultimate beneficial owner. Press Note 3 requires government approval for investments where the entity is from a country sharing a land border with India, or where the beneficial owner is situated in or is a citizen of such a country. A Singapore entity is not subject to this restriction merely because it is incorporated in Singapore.

How the Singapore-to-India FDI Process Works

For a Singapore parent establishing an Indian subsidiary, the process generally involves:

• Singapore parent: The Singapore company invests in the Indian subsidiary through an eligible FDI route.
• FDI remittance: Funds are remitted to the Indian company through an authorized banking channel.
• Indian subsidiary: The Indian Private Limited Company receives the investment and completes the required share issue and allotment.
• FC-GPR filing: The Indian company reports the issue of equity instruments to the RBI through Form FC-GPR within the prescribed timeline.
• Ongoing FEMA/FLA compliance: The subsidiary continues with applicable FEMA reporting, including the FLA return where required.
• Related-party transactions: Payments or transactions between the Singapore parent and Indian subsidiary may require transfer pricing documentation and other applicable tax compliance.

Singapore companies should also maintain genuine commercial substance and appropriate management activity in Singapore when relying on treaty benefits.

Singapore Tax Considerations

Singapore has a foreign-sourced income exemption for specified foreign-sourced income, including dividends received by Singapore tax-resident companies, subject to prescribed conditions.

Notably, Singapore does not have a general controlled foreign company (CFC) regime . Therefore, Singapore investors should consider both India's tax and anti-avoidance rules and Singapore's foreign-income treatment when structuring an India subsidiary.

The Singapore-India DTAA can also provide relief from double taxation, subject to its specific conditions.

Incorporating the company completes the initial setup, but the Indian subsidiary must meet ongoing compliance requirements throughout the year:

• Board meetings: Hold at least four board meetings each year, with the first meeting within 30 days of incorporation. Keep no more than 120 days between two consecutive meetings, subject to applicable exemptions.
• Annual General Meeting (AGM): Hold the AGM within the prescribed timeline, generally by September 30 each year.
• GST returns: File GST returns according to the company's applicable filing frequency and GST requirements.
• AOC 4 filing: File the company's financial statements with the MCA within 30 days of the AGM.
• MGT-7 annual return: File the annual return with the MCA within 60 days of the AGM.
• Statutory audit: Complete a statutory audit every financial year, regardless of the company's turnover.
• Income tax return: File the income tax return by November 30, where the company is required to furnish a transfer pricing report. For other companies subject to tax audit, the applicable ITR due date is generally October 31.
• Transfer pricing documentation: Maintain appropriate transfer pricing documentation for applicable transactions between the Singapore parent and Indian subsidiary. Follow India's arm's length principle for related party transactions.

RegisterKaro helps Singapore-based businesses establish an Indian subsidiary with support across incorporation, documentation, and post-registration compliance. Our team can assist with:

• Cross-Border Incorporation Support: Get guidance on the Indian entity structure, incorporation requirements, and documents needed from the Singapore parent company.
• MCA Filing Assistance: We prepare and coordinate the SPICe+ incorporation application and related MCA filings.
• Foreign Investor Documentation: Get support with document authentication, apostille requirements, DSCs, and other documents required for foreign subscribers and directors.
• FDI and FEMA Support: Receive assistance with applicable foreign investment requirements, share allotment, FC GPR filing, and related FEMA reporting.
• Post-Incorporation Compliance: Continue with support for annual filings, tax compliance, transfer pricing, and other applicable requirements after incorporation.

RegisterKaro also provides online support, allowing Singapore-based founders to manage the incorporation process without making unnecessary visits to India.