How to Register a Company in India from the USA?

Yes, a US citizen, an NRI, and a US-registered company can all own shares in an Indian company. There is no rule that says shareholders must be Indian.

• Do you have to be physically in India?

No, you do not need to be physically present in India to become a shareholder or a director. Incorporation takes place on the Ministry of Corporate Affairs (MCA) portal, which is fully online.

• Can the process be handled remotely?

Mostly, forms are filed electronically and signed using a Digital Signature Certificate (DSC). However, there are certain steps needing physical document authentication in the USA and, sometimes, bank verification in India. For these, the founder or shareholder will have to be present in the respective countries.

• Do you need an Indian director?

Yes, you need at least one Indian director in your company. Under Section 149(3) of the Companies Act, 2013 , every Indian company is mandated to have at least one director who has stayed in India for at least 182 days during the financial year. In the year of incorporation, it applies proportionately. This rule does not have any exceptions and should be followed without fail, especially by foreign-owned companies.

• What about the capital coming in?

When a non-resident buys shares in an Indian company, it is referred to as Foreign Direct Investment (FDI). FDI is governed by FEMA, 1999 , the FEM (Non-Debt Instruments) Rules, 2019, and the DPIIT Consolidated FDI Policy. As a benefit to foreigners interested in investing in India, most sectors allow 100% FDI under the automatic route. No prior permission is needed; however, the investment must be reported to the RBI afterwards. Identity, meanwhile, is proved through notarized and, where applicable, apostilled copies of your passport and address proof.

The four groups mentioned earlier who can start a company in India from the USA are:

1. US Citizens and Foreign Nationals

A US citizen with no Indian connection can be both a shareholder and a director of an Indian company . This individual can hold up to 100% of the shares in most sectors.

Two conditions do apply here:

• The US citizen or foreign national cannot be the company's only director; they would need a resident director.
• Whatever investment you make in the company counts as FDI, so sectoral caps and reporting rules apply.

2. NRIs Living in the USA

An NRI stands for a Non-Resident Indian, and he/she is an Indian citizen living abroad. If you hold an Indian passport, you don’t usually get the same scrutiny as other foreigners or residents from the USA. This makes verification simpler in your case. You might already have or can easily obtain a PAN, and your identity proof is familiar to Indian banks and the ROC.

Still, the investment for such individuals is made by a person resident outside India, for which FEMA guidelines apply.

3. OCI Cardholders

An OCI cardholder is a foreign citizen (often a US citizen) with lifelong Indian residency rights. OCI status helps you live and work in India. It does not make you a resident for exchange-control purposes.

As per company law, an OCI is a foreign national, and they have a US passport. For FEMA, OCIs receive treatment similar to NRIs, but additional steps or documentation may be required depending on route and repatriation choice.

4. US Companies Expanding into India

If a US corporation or Limited Liability Company (LLC) wants to start an Indian company, the preferred option is going with an Indian subsidiary . A subsidiary is a separate Indian company whose shares are held by the US parent. The subsidiary is a separate Indian legal entity. It can hire employees, open a bank account, invoice in rupees, register for GST, and sign contracts under Indian law.

If you fall into one of the four categories mentioned above, then the next step is deciding the kind of Indian entity you can choose to start. The options are:

The right choice for your Indian company would depend on the following factors:

• Who will own it,
• What the business will do,
• Which investment route applies to that activity, and
• What regulations or exemptions the activity attracts.

A software services business and a defence-linked manufacturer both attract different compliance requirements. If the plan is to trade, hire, and invoice in India, most founders land on a private limited company .

The law is the same for a US founder as for an Indian one. Only the mechanics of approval change:

• Foreign shareholder: Your shares are foreign-held, so the company enters the FDI reporting system from day one. Shares issued to a non-resident must be priced at or above fair market value, supported by a valuation certificate.
• Foreign director: The director of the company can be a resident from the USA, but you need a DSC and a DIN, both of which require authenticated foreign identity documents.
• Resident director: Someone on the board must satisfy the 182-day residency requirement. Founders usually appoint a co-founder, a trusted family member in India, or a professional resident director service.
• Document authentication: One major mistake that most founders make is not getting the documents notarised and apostilled.
• FDI and FEMA: Funds must come through banking channels, and the company files Form FC-GPR with the RBI within 30 days of allotting shares.
• Indian registered office. Every Indian company needs an address inside India for official correspondence. If you have no office yet, a compliant virtual office address can serve, provided you have a valid rent agreement, a utility bill, and an NOC from the owner.

You may also want to confirm your activity code using the NIC code for your business activity tool and run a trademark search before settling on a name.

A US-based founder planning to set up a company in India should prepare notarized and apostilled documentation, appoint at least one India-resident director, and plan for local tax and regulatory registrations. The standard document list required to start a company is the same for everyone. What’s different is how the documents issued in the USA get accepted in India.

• Valid Passport: Mandatory for foreign nationals as a primary identity proof.
• US address proof: A recent bank statement, utility bill, or driving licence, usually dated within the last two months.
• Certified copies: Some banks and registrars prefer the certified physical set of documents rather than digital scans. Couriering originals to India takes days, so plan for it beforehand.
• Corporate documents, if the shareholder is a US company:
• The parent's Certificate of Incorporation,
• Charter documents,
• Board resolution approving the Indian investment, and
• A resolution naming an authorised signatory.

Notarisation & Apostille of Foreign Documents

Most documents required for a US individual or company to start an Indian company are signed or certified before a Notary Public in the USA. India and the USA are both parties to the Hague Apostille Convention, 1961 . The apostille is a certificate confirming the notary's authority. So a notarized US document can be apostilled by the Secretary of State of the issuing US state; no Indian consulate legalisation is needed.

Tip: Ensure you apostille the original document instead of a photocopy, or else your process will be delayed further by two weeks or more. Be careful of adding details matching consistently across your passport, address proof, and other forms.

Does a US Founder Need to Visit India?

In most cases, a US founder is not required to take a flight to India to start the company. However, certain steps or documentation may require physical attendance:

The best method to identify whether a trip to India would be required is to plan the entire process to start an Indian company beforehand. The plan would showcase the steps and legal requirements needed to be completed, hence answering the ultimate question.

To start an Indian subsidiary from the USA, choosing a business structure, finalizing the foreign documentation, and preparing for FDI regulations is important. Here is the process mentioned in detail to follow:

Step 1: Check FDI Eligibility

Before incorporating the Indian subsidiary, the US parent should check whether its proposed Indian business activity is eligible for FDI. If yes, then also check whether any sectoral cap, entry route, or government approval applies.

If the sector permits 100% FDI under the automatic route , the US parent can generally invest without obtaining prior government approval, subject to applicable FEMA and RBI requirements.

Step 2: Decide the Indian Subsidiary's Ownership Structure

The US parent company subscribes to the shares of the new Indian private limited company. If the US company holds 100% of the shares, the Indian company can operate as its wholly owned subsidiary. As a private limited company needs two shareholders, one share is usually held by a nominee on behalf of the parent.

In practice, the parent may hold all but one share, with the remaining share held by a nominee arrangement where legally appropriate. The ownership and beneficial-interest position should be documented and reported as required under Indian company law.

Step 3: Prepare and Authenticate Foreign Documents

The US parent will need to provide incorporation and constitutional documents along with details of its authorized representatives, beneficial owners, and proposed shareholders/directors, as applicable. Refer to the documents section above for a full list of the prerequisites.

Step 4: Incorporate the Indian Company

The Indian company is then incorporated with the Ministry of Corporate Affairs (MCA) using the applicable forms, including SPICe+ and linked forms.

The process covers matters such as:

• Company name and registered office
• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Directors and subscribers
• Director Identification Numbers (DIN), where applicable
• Digital Signature Certificates (DSCs)
• PAN and TAN

The Indian subsidiary becomes a separate legal entity from the US parent once the Certificate of Incorporation is issued. You can speed up approval by choosing a name that is not already registered in the MCA database and does not conflict with an existing trademark. Use a free company name search tool to check availability before you file.

Step 5: Appoint the Required Directors

The Indian subsidiary must comply with the Companies Act requirements relating to its board. The most important requirement is bringing on board a resident director who fulfils the 182-day requirement in India. For a newly incorporated company, the requirement applies proportionately for that financial year.

This does not mean that every US-based director needs to relocate to India.

Step 6: Open the Indian Company's Bank Account

After successful incorporation, the subsidiary must open a bank account in its own name with an Indian bank. This account will be used for all financial transactions related to the Indian entity, including the parent's investment, expenses, paying employees, collecting customer payments, etc.

Note: The US parent should not treat its own US bank account as the Indian company's operating account.

Step 7: FDI & RBI Reporting

The parent's subscription capital is considered Foreign Direct Investment (FDI). It must arrive through banking channels into the Indian company's account and be reported to the RBI. The company should also maintain the necessary remittance and investor documentation.

The company must complete the applicable foreign investment reporting, including filing Form FC-GPR through the RBI's FIRMS platform within the prescribed timeline.

The company may also have continuing FEMA reporting obligations. For example , an Indian company with foreign investment generally needs to file the Annual Return on Foreign Liabilities and Assets (FLA) with the RBI within the prescribed period.

Step 8: Tax & Operational Regulations

Now that the Indian subsidiary is a legally registered entity, it is required to get other crucial licenses & registration obligations, including tax. You may need to apply for these depending on the sector the company belongs to:

• GST registration , where applicable
• Professional tax , where applicable
• Shops and Establishment registration , where applicable
• EPF/ESI registrations, where applicable
• Importer Exporter Code (IEC), if it imports or exports
• Sector-specific licences or registrations
• Local trade or business licences, where applicable

The subsidiary can then lease an office, hire employees, appoint vendors, and begin providing goods or services in India.

Step 9: Set Up Payroll and Employment Compliance

Depending on the workforce and other circumstances in the Indian subsidiary, Indian employment and payroll obligations apply, which can include:

• Salary processing
• TDS on salaries
• Provident Fund (EPF)
• Employee State Insurance (ESI)
• Professional tax
• Employment records and statutory registers
• Applicable labour-law compliance

The US parent may determine the group's overall employment policies, but the Indian subsidiary remains the local employer, so the employees are employed by the Indian entity.

Step 10: Maintain Ongoing Indian Compliance

The newly formed Indian company must maintain its own corporate, tax, and financial records and complete applicable recurring filings. These can include:

• MCA annual filings
• Financial statements and statutory audit
• Income-tax return
• GST returns , where applicable
• TDS returns
• FEMA/RBI reporting
• FLA return
• Transfer-pricing documentation, where applicable
• Board and shareholder compliance
• Beneficial ownership disclosures, where applicable

How Long Does It Take When the Founder is in the USA?

There’s no fixed timeline set for an Indian subsidiary owned by a foreign entity from the USA. As there are unpredictable factors included in the foreign company registration process (apostilling and bank account opening), the establishment may take up to 2-3 weeks to 1 month or more.

For a US founder planning an Indian entity launch, the cost ranges somewhere between $1,000 and $2,500. The base incorporation cost is added to the additional charge a foreign founder is required to pay to be compliant. Here’s a detailed breakdown:

• Incorporation costs: MCA filing fees, stamp duty (varies by state and authorized capital), and name reservation. Usually range from ₹8,000 to ₹25,000.
• Document authentication: Notary and apostille fees per document, per person, plus international courier. With more foreign shareholders and a US parent company, the costs often range from ₹4,000 to ₹40,000 per document.
• Registered office: A virtual or serviced address in India.
• Banking and KYC: Minimum balance requirements + the cost of getting apostilled corporate documents accepted.
• Regulatory requirements: Valuation certificate for share pricing, approval-route filings where the sector needs them, and sector licences.
• Ongoing compliance: Annual filings, statutory audit (mandatory regardless of turnover), transfer pricing documentation if you transact with the US parent, and FEMA returns. The costs may vary from ₹2,00,000 to ₹5,000,000 depending on the case.
• Professional fees: CS and CA fees run higher for foreign-owned incorporations because of FEMA filings, valuation certificates, and CS certification.

Estimate the base figures with our company incorporation fees calculator , then add the foreign-founder factors mentioned as per your entity.

Any kind of capital entering India is regulated separately from company law. Two sets of rules apply at once:

• Two Routes for Entering

  • Under the automatic route, you invest first in the company and report to the RBI or other organization afterwards.
  • Under the government (approval) route, you need permission through the Foreign Investment Facilitation Portal before moving the capital.

Most sectors (IT and software) can take the automatic route.

• Caps and Prohibited Sectors

Some sectors do not allow 100% holding and cap it instead. Others are closed to FDI entirely, including lottery and gambling, chit funds, Nidhi companies, trading in Transferable Development Rights, real estate business (as distinct from construction-development projects), and manufacturing of cigarettes and tobacco products .

Check your specific sub-sector against the DPIIT policy to confirm whether you can operate in India or not.

Another stipulation applies to countries that share a land border with India. Investment with a beneficial owner from such nations requires government approval. This does not affect a straightforward US investor, but it matters if such shareholders sit on your US cap table.

Understand the major differences between a US citizen, an NRI, and a US company, as it changes the course of the Indian entity setup from a foreign nation.

Setting up a company in India contains its own set of challenges for US founders which might delay the entire process.

1. Incorrectly prepared foreign documents: Wrong document apostilled, expired address proof, or a name mismatch can delay the process by two weeks.
2. Confusion over apostille: People assume they need Indian consulate legalisation. For US public documents used in India, an apostille is normally the correct route, since both countries are in the Hague Convention.
3. Choosing the wrong entity: Registering an LLP and then discovering investors want equity, or setting up a liaison office and then discovering it cannot invoice anyone are mistakes that could cost you big time.
4. FDI restrictions: Assuming a sector is open for FDI because a similar-sounding one is will create legal issues for your Indian entity. Sub-sector detail is where the caps hide.
5. Resident-director requirements: Discovering at filing stage that a board of two US-based founders does not satisfy Section 149(3), aka the Indian resident director requirement, will lead to penalties and other legal fallouts.
6. Tax confusion between India and the USA: Indian-source income is generally taxed in India. The India–USA Double Taxation Avoidance Agreement provides relief, but it does not remove Indian filing obligations, and US persons have their own reporting duties on foreign entities and accounts.

We provide end-to-end support so US companies or individuals can establish their Indian entity without managing every regulatory requirement themselves.

• FDI & FEMA guidance: Get assistance with foreign investment documentation and applicable RBI/FEMA reporting after the parent company invests in the Indian entity.
• US document assistance: Our team provides support with the preparation, notarization/apostille, and submission of documents required from the US parent company and foreign directors/shareholders.
• One team across the process: Coordinate your US parent documentation → Indian incorporation → FDI compliance → operational setup through us as a single service provider.
• MCA support: Our team assists with name approval, SPICe+ incorporation, MOA/AOA, DIN, DSC, and related MCA filings.
• Ongoing compliance: Continue with support for MCA filings, tax compliance, FEMA/RBI requirements, and other recurring obligations after incorporation.