How to Register a Company in India from the UK?

A UK citizen or UK-registered company can hold shares in an Indian company. Indian law does not generally require shareholders to be Indian citizens or residents. However, a few rules determine how you set up and manage that ownership:

• Handling the process remotely: Most forms are filed electronically and signed using a Digital Signature Certificate (DSC). UK-based founders must authenticate their documents in the UK, while the bank may require additional verification when the company opens its Indian account.
• The Indian resident-director requirement: Under Section 149(3) of the Companies Act, 2013 , every Indian company must have at least one director who has stayed in India for 182 days or more during the financial year. For a newly incorporated company, this requirement applies proportionately to its first financial year.
• Bringing in the capital: Investment by a UK non-resident into an Indian company is generally treated as FDI and is governed by FEMA, 1999 , the FEM (Non-Debt Instruments) Rules, 2019 , and the applicable FDI policy. Most sectors allow 100% FDI under the automatic route , so no prior government approval is required, subject to sector-specific conditions. However, the investment must still be reported to the RBI after the shares are issued.

A UK citizen or foreign national, an NRI or OCI cardholder living in the UK, and a UK-registered company (Limited or PLC) can all start a company in India. Your setup depends on who is investing and whether you want to operate through an Indian company or a foreign-company office:

Note: Sectors like TDR trading, atomic energy, and railway operations are not open for foreign registrations.

What Changes When the Founder is Based in the UK? 3 Unique Requirements

The basic incorporation process remains the same, but a UK-based founder faces additional requirements around foreign investment, documents, and residency. The main areas to address are:

• Foreign shareholder: Investment is generally treated as FDI, bringing FEMA, pricing, and RBI reporting requirements.
• Foreign director: A UK-based director needs a Director Identification Number (DIN) and DSC, with properly authenticated identity and address documents.
• Document authentication: UK-issued documents generally need notarization and apostille before submission in India.
• FDI compliance: Investment must enter India through permitted banking channels, followed by required RBI reporting, including Form FC-GPR where applicable.
• Registered office: The company needs an Indian registered office with valid address proof and owner consent. A compliant virtual office can be used where appropriate.

Note: Before reserving the name, check the relevant NIC code and search for conflicting trademarks to reduce the risk of rejection or disputes later.

A UK founder can establish a Private Limited Company, Wholly Owned Subsidiary, LLP, Project Office, Branch Office, or Liaison Office in India. Once you know who will own or operate the business, choose the entity that fits your planned activities in India:

• Private Limited Company : Best for startups, operating businesses, and companies that plan to raise investment or scale in India.
• LLP : Suitable for professional and service businesses that want operational flexibility and lighter compliance. However, it is often less suitable for a UK parent because FDI in an LLP is permitted only in sectors with 100% FDI under the automatic route and no FDI-linked performance conditions. An LLP also has no share capital, so it does not offer the same equity or ESOP structure for investors and employees.
• Wholly Owned Subsidiary: A private limited company in which the UK parent holds effectively 100% of the shares. This is the usual choice for UK companies establishing a permanent Indian operation because it provides full ownership and control. The Indian subsidiary can hire employees, enter contracts, invoice customers, hold assets, and support equity, ESOPs, and future fundraising. In most eligible sectors, the investment can be made under the automatic FDI route.
• Project Office: Suitable for a foreign company setting up a temporary office to execute a specific project in India, subject to the applicable FEMA and RBI conditions.
• Branch Office: Suitable for foreign companies carrying out specific activities permitted under Indian regulations.
• Liaison Office: Designed for foreign companies that need a representative presence for communication, market research, or coordination. It cannot conduct commercial activities or earn income in India.

Note: Before incorporating, consider whether you need an Indian entity immediately. If your immediate requirement is only to hire one person or a small team in India, an Employer of Record (EOR) can employ them on your behalf without requiring you to establish a company.

An EOR can be a faster and more cost-effective starting point, but it has clear limits. It cannot own Indian operations, hold local contracts or IP, or invoice Indian customers. Once you need those capabilities, a wholly owned subsidiary is generally the more appropriate structure.

Did You Know? There is no minimum capital requirement prescribed to establish a company in India, leaving great opportunity for UK founders to begin freely.

A UK founder needs the same core documents as an Indian founder, such as identity and address proof for an individual or constitutional documents for a corporate shareholder. The key difference is that UK-issued documents must generally be notarized and apostilled in the UK before they can be submitted for Indian incorporation. For an individual shareholder or director, typically prepare:

• A valid passport as identity proof.
• Recent UK address proof , such as a bank statement, utility bill, or driving licence, generally issued within the required recent period.
• Notarized and apostilled copies of documents where required.

If the shareholder is a UK company, also prepare:

• Certificate of Incorporation of the UK company.
• Memorandum and Articles of Association or equivalent constitutional documents.
• Board resolution approving the Indian investment.
• Authorization naming the person who will sign and submit documents for the investment.

Note: UK documents generally need to be notarized or certified first and then apostilled before submission in India. Since India and the UK are both members of the Hague Apostille Convention, 1961 , the apostille issued through the UK's FCDO Legalization Office is generally sufficient. You do not normally need separate Indian High Commission legalization.

A UK company can establish an Indian subsidiary by checking FDI eligibility, preparing and apostilling UK documents, reserving the company name, and filing SPICe+ with the MCA. Follow these steps to set up the Indian subsidiary:

Step 1: Check FDI Eligibility

First, confirm that your proposed activity allows Foreign Direct Investment (FDI) . Check:

• Sectoral cap: How much foreign ownership is permitted.
• Entry route: Whether the investment falls under the automatic route or requires government approval.
• Sector-specific conditions: Any additional requirements that apply to your industry.

If the sector permits 100% FDI under the automatic route , the UK parent can generally invest without prior government approval, subject to FEMA and RBI requirements. This includes sectors such as IT and software services, business and professional/consultancy services, and construction-development projects.

Meanwhile, activities like lottery and gambling, chit funds, Nidhi companies, real estate business (as distinct from construction-development projects), and manufacturing of cigarettes and tobacco products are prohibited.

Step 2: Decide the Ownership Structure

The UK parent can subscribe to shares in a new Indian private limited company . For a wholly owned subsidiary:

• The UK parent holds almost all the shares.
• One share is typically held by a nominee because an Indian private company requires at least two subscribers.
• The beneficial ownership arrangement must be properly documented and reported under Section 89 .
• The Significant Beneficial Owner (SBO), meaning the individual who ultimately owns or controls the UK parent, must be disclosed under Section 90 through Form BEN-2 .

Step 3: Prepare and Authenticate Foreign Documents

Prepare the UK parent's incorporation and constitutional documents, along with details of its authorized representatives, beneficial owners, directors, and shareholders.

Step 4: Appoint the Required Directors

Finalize your company’s board before filing. Ensure the board meets the Companies Act 2013requirements, including the resident-director rule under Section 149(3) . At least one director must have stayed in India for 182 days or more during the financial year.

Step 5: Incorporate the Indian Company

File the incorporation application through the MCA's SPICe+ process . The linked forms cover:

• Company name and registered office
• MOA and AOA
• Directors and subscribers
• DIN applications
• PAN and TAN applications

Once the Certificate of Incorporation is issued, the subsidiary becomes a separate legal entity from the UK parent. File INC-20A as proof of commencement of business.

Tip: Before filing, use the Company Name Search Tool to check your proposed name against existing MCA records. This can help you identify similar names early and reduce the risk of rejection during name reservation.

Step 6: Open an Indian Bank Account

Open a bank account in the Indian subsidiary's name after incorporation. Use it for:

• The UK parent's investment
• Business expenses
• Employee salaries
• Customer receipts
• Vendor payments

Keep the subsidiary's finances separate from the UK parent's account.

Step 7: Complete FDI and RBI Reporting

The parent's share subscription is treated as FDI. Transfer the funds through permitted banking channels and retain the relevant remittance and KYC documents.

After issuing the shares, file:

• Form FC-GPR through the RBI's FIRMS portal within 30 days .
• Annual FLA return by 15 July , where applicable.

Step 8: Obtain Tax and Operational Registrations

Obtain the registrations required for your business, which may include:

• GST registration
• Shops and Establishment registration
• EPF and ESI
• IEC for applicable import-export activities
• Sector-specific and local licences

Step 9: Set Up Payroll and Employment Compliance

Once you hire employees, the Indian subsidiary becomes their legal employer. Set up:

• Salary processing and TDS
• EPF and ESI, where applicable
• Professional Tax
• Statutory registers
• Other applicable labour-law compliance

For UK employees temporarily posted to India, the DCC may allow continued UK National Insurance coverage. The UK employer must obtain the applicable HMRC Certificate of Coverage using Form CA9107 to claim the exemption from Indian social-security contributions. This coverage can apply for up to 5 years of the posting. The DCC applies only to staff posted from the UK, not employees hired locally in India, who remain subject to the normal Indian EPF/ESI requirements.

Step 10: Maintain Ongoing Compliance

After the subsidiary starts operating, maintain a separate Indian compliance calendar covering:

• MCA annual filings and statutory audit
• Income-tax returns
• GST and TDS returns
• FEMA and RBI reporting
• Annual FLA return
• Transfer-pricing requirements for UK-parent transactions
• Board and shareholder compliances
• Beneficial-ownership disclosures

The entire process of setting up an Indian company from the UK takes around 3 to 5 weeks. Opening the Indian bank account can take longer, as foreign-owned companies often face additional KYC and document verification.

Setting up an Indian entity includes the standard incorporation expenses plus additional costs for foreign-owned businesses, and costs around £1,000 to £3,000 for one-time setup - incorporation, UK document authentication, DSCs, and professional fees. Annual compliance is a separate recurring cost, covered in the table below.

Share valuation is another requirement for foreign founders to factor into the setup. When an Indian company issues shares to a non-resident, it must issue them at or above fair market value. A Chartered Accountant or SEBI-registered Merchant Banker must certify the valuation using an internationally accepted pricing methodology. The certificate must be submitted with Form FC-GPR, so arrange the valuation before filing the form.

Note: Incorporation and document authentication are mainly one-time setup costs, while registered-office and ongoing compliance expenses recur annually. Budget separately for professional fees. A CA/CS may charge ₹25,000–₹1,00,000+ for foreign company registration , depending on the FEMA filings, share valuation, and certifications involved. The final cost depends on the state, number of foreign shareholders, business activity, transaction structure, and level of professional support required.

Once your Indian company is incorporated, the UK parent can transfer its investment into the Indian company. Since the transaction is governed by FEMA, complete the funding and reporting requirements in the prescribed order and within the relevant deadlines. Follow these steps:

1. Register the Indian company on the RBI's FIRMS portal before filing any share-related FDI reports.
2. Transfer the funds through permitted banking channels into the company's Indian account. The receiving bank will issue a Foreign Inward Remittance Certificate (FIRC) and a KYC report for the UK remitter . Keep both documents safely, as they provide the supporting record for your subsequent FDI reporting.
3. Allot shares to the UK parent within 60 days of receiving the funds . Shares issued to a non-resident must be priced at or above fair market value.
4. Submit Form FC-GPR within 30 days of the share allotment , along with the required valuation certificate and supporting documents.
5. If shares are later transferred between a resident and non-resident, file Form FC-TRS within 60 days of the transaction .
6. Submit the annual Foreign Liabilities and Assets (FLA) return by 15 July , where applicable.
7. Continue with the company's regular annual MCA filings, including AOC-4 and MGT-7 .

FEMA Reporting Timeline at a Glance

The table below summarises the key FEMA filings and their deadlines:

Note: Missing an FDI filing can attract a Late Submission Fee (LSF) and may also raise questions during investor due diligence. For a delayed FC-GPR, the LSF is ₹7,500 plus 0.025% of the amount involved for each year of delay, capped at 100% of the amount involved. If you remit funds in GBP or USD, also record the conversion date and exchange rate used so the remittance details reconcile with the reported amounts.

An Indian subsidiary is a separate taxpayer in India , responsible for tax on its own profits. Meanwhile, the UK parent remains subject to UK tax rules on amounts it receives from the subsidiary and on its wider tax position. This creates two separate tax considerations: the Indian company's obligations in India and the UK parent's obligations in the UK .

Tax in India

An Indian subsidiary is taxed as a domestic company , with the concessional regime applying at 22% , or about 25% after surcharge and cess . A branch of a UK company generally faces around 35% plus surcharge and cess , making a subsidiary more attractive for many UK groups establishing a long-term Indian operation.

Payments from the Indian company to its UK parent may attract withholding tax under the India-UK DTAA :

• Dividends and royalties: Generally 10–15% , depending on the payment and treaty conditions.
• Fees for technical services (FTS): Up to 15% where the "make available" condition under Article 13(4)(c) is satisfied. The service must make technical knowledge, experience, skill, know-how, or processes available to the recipient.

To claim treaty benefits, the UK parent generally needs a UK Tax Residency Certificate (HMRC form RES1), Form 10F, and a no-permanent-establishment declaration. The Indian company may also need to file Forms 15CA/15CB. Other considerations include Section 195 withholding, transfer pricing and Form 3CEB for applicable related-party transactions, and PE risk if UK personnel routinely negotiate or conclude contracts in India.

Tax in the UK

For the UK parent:

• Dividends: Usually exempt from UK corporation tax, subject to the applicable exemption conditions.
• CFC rules: The Controlled Foreign Company rules under Part 9A of TIOPA 2010 may apply, although genuine commercial substance and normal Indian taxation can reduce the risk.
• Future sale: The Substantial Shareholding Exemption (SSE) may exempt gains on a future sale if the conditions are met.
• Pillar 2: Global minimum-tax rules generally apply only to groups with €750 million or more in consolidated revenue.

For a UK-based individual founder, India offers a combination of full ownership, remote incorporation, a large market, and lower operating costs. Other reasons why India appeals to UK founders for company incorporation include:

• Better India–UK market access: The India–UK CETA, in force since 15 July 2026, improves market access and reduces tariffs across covered goods and services. This can benefit founders whose Indian company trades with UK customers or suppliers.
• Access to India's growing market: An Indian company gives you a local presence in a large and increasingly digital economy. This can make it easier to sell locally, hire Indian staff, and build relationships with customers and suppliers.
• Skilled, English-speaking workforce: India offers a large talent pool across technology, engineering, finance, marketing, content, and customer support, often at lower employment costs than in the UK.
• Competitive corporate tax option: Eligible domestic companies can opt for the 22% corporate tax regime, subject to applicable surcharge and cess, resulting in an effective rate of around 25%.
• Familiar legal framework: India's common-law heritage and established corporate system can make the business environment more familiar to UK founders than many other overseas markets.
• Lower operating costs: Office space, staffing, and many business services generally cost less than in the UK, allowing a founder to launch, test, and scale an Indian operation with lower overheads.
• Social-security relief for posted staff: If you later send yourself or UK employees to India, the India–UK DCC can allow eligible posted workers to remain covered by UK National Insurance for up to 5 years and avoid Indian EPF contributions. The UK employer must obtain a Certificate of Coverage from HMRC using Form CA9107. The relief covers qualifying posted workers, not employees hired locally in India.

The main differences come down to the documents you provide and how your investment is regulated. Here is a side-by-side comparison:

Most delays come from a few avoidable mistakes. Address these early to keep the incorporation on track:

• Incorrect foreign documents: An incorrect copy, outdated address proof, or name mismatch can lead to rejection and delay.
• Wrong entity choice: An LLP may not suit a business seeking equity investment, while a liaison office cannot conduct normal commercial operations.
• Overlooking FDI restrictions: Do not assume that a broad industry label means 100% FDI is permitted. Check the specific activity and applicable entry route.
• Resident-director issue: Two UK-based founders cannot satisfy the resident-director requirement by themselves. Arrange a qualifying Indian resident director before filing.
• Misunderstanding the DCC: The social-security exemption applies to eligible UK employees temporarily posted to India , not employees hired locally by the Indian subsidiary.
• Missing India–UK tax requirements: The subsidiary remains subject to Indian tax and filing obligations even when the India–UK DTAA provides relief from double taxation. For technical service fees, check the treaty's “make-available” test under Article 13(4)(c) . The fee generally qualifies as fees for technical services only when the service makes technical knowledge, skill, or know-how available to the recipient. Review related-party payments for treaty and transfer-pricing compliance before invoicing.

You can build your Indian business from the UK without managing every Indian filing and approval yourself. RegisterKaro coordinates the key steps from UK documentation to Indian compliance:

• FDI and FEMA support: Assistance with foreign-investment documentation and RBI reporting.
• UK document support: Guidance on preparing, notarising, apostilling, and submitting foreign documents.
• End-to-end coordination: One team from parent-company documentation through incorporation and operational setup.
• MCA filing support: Assistance with name approval, SPICe+, MOA/AOA, DIN, and DSC.
• Ongoing compliance: Continued support for MCA, tax, and FEMA obligations after incorporation.