Company Registration in India for Foreigners – Private Limited with 100% FDI, No Indian Partner Needed

Overview

Yes, a foreigner can start a company in India. That is the short answer, and it surprises people only because the follow-up questions sound harder than they are. You do not need an Indian business partner. You do not need to fly to India. And once the company exists, you can run it from your own desk abroad — board meetings by video call, filings online, profits repatriable after tax.

What you register is an ordinary Indian private limited company under the Companies Act, 2013. There is no special "foreigner company" form. The foreign element enters through two other doors: the FDI policy, which decides whether your sector allows 100% foreign ownership without prior approval, and FEMA, which decides what gets reported to the Reserve Bank after your money comes in. Get those two right at the start and the rest is a filing exercise.

This page is written for individuals — foreign founders, NRIs and OCI holders who will hold the shares in their own names. If a foreign company will hold the shares instead, the vehicle is a subsidiary, and the fuller treatment sits on our subsidiary of a foreign company page. Both routes end at the same place: an Indian private limited company you control.

The four questions every foreign founder asks first

Can I own 100%? In most sectors, yes. India's FDI policy allows up to 100% foreign ownership under the automatic route — no prior government approval — across software, services, most manufacturing, trading and much else. A short list of sectors carries caps or needs approval first, and a small list is closed to FDI altogether. We check your sector before you spend anything; that check decides everything downstream.

Do I need an Indian partner? No. No rule requires an Indian shareholder. You can hold every share yourself, or split them with a co-founder abroad. The one Indian presence the law insists on is a resident director — an office, not an ownership stake. More on that below, because it is the point most founders get wrong.

Do I need to visit India? No. Your documents are notarised and apostilled in your own country, your signatures are digital, and the incorporation itself is an electronic filing with the MCA. Some founders visit later for banking or operations; the registration never needs a flight.

Can I run it entirely from outside India? Yes. Directors may attend board meetings by video conference, the filings are online, and dividends can be repatriated after Indian taxes. What must physically exist in India is a registered office address and the resident director — the company is Indian, even if you are not.

The FDI routes — automatic, approval, prohibited

Every sector sits in one of three buckets under the consolidated FDI policy.

Automatic route. Invest first, report after. This covers 100% FDI in most of the economy — IT and IT-enabled services, most professional and business services, manufacturing, greenfield pharmaceuticals, medical devices, renewable energy, single-brand retail and marketplace-model e-commerce among them. For an individual founder in an ordinary services or technology business, this is the normal case: nobody's permission is sought.

Government (approval) route. Some sectors need prior approval or carry caps — defence and media beyond set limits, multi-brand retail, print media, and a few others. Separately, Press Note 3 of 2020 requires prior approval where the investor, or the beneficial owner of the investment, is based in a country sharing a land border with India. If that is you, the approval application becomes the critical path and goes in before incorporation spending.

Prohibited. FDI is not permitted in lottery business, gambling and betting, chit funds, Nidhi companies, real estate business (township development and construction of farm houses aside, the trading end is closed), manufacturing of cigars and cigarettes, and sectors not open to private investment such as atomic energy and most railway operations. If your plan sits here, no structure fixes it — better to know on day one.

The one Indian you do need — the resident director

A private limited company needs at least two directors (Section 149(1) of the Companies Act). At least one of them must be a resident director: Section 149(3) requires every company to have at least one director who stayed in India for 182 days or more during the financial year.

Read that test carefully. It is about physical presence, not citizenship or shareholding. An Indian citizen living in Dubai does not qualify. A foreign national who actually lives in India does. And the resident director holds no shares by virtue of the office — this is a governance requirement, not a back-door partnership.

Founders abroad meet it in three usual ways: a co-founder or first hire who is based in India takes the seat; a family member in India who genuinely takes part does; or a professional resident-director arrangement is put in place. What we will not do is pretend the seat is a formality — a director has real duties under the Act, whoever holds it, and the arrangement should be documented like it matters, because it does.

Structures that are closed to you — and what to choose instead

Proprietorship. Not open to a foreign national at all. FDI simply cannot flow into a proprietorship, and for NRIs it survives only on a restricted non-repatriation basis. If someone offers to "register your proprietorship" as a foreign founder, walk away.

One Person Company. Closed to foreign nationals. Rule 3 of the Companies (Incorporation) Rules allows only a natural person who is an Indian citizen — resident in India or otherwise — to incorporate an OPC. So an NRI holding Indian citizenship can; a foreign passport holder cannot, however long they have lived in India.

Partnership firm. Foreign investment in a partnership firm is effectively barred outside narrow NRI non-repatriation cases. Not a route.

LLP. Possible, with a fence around it: FDI in an LLP is allowed only in sectors where 100% FDI is permitted under the automatic route and there are no FDI-linked performance conditions. One designated partner must be resident in India. For a founder who wants to raise capital or issue shares to investors later, the private limited company is still the better vehicle — an LLP cannot issue shares at all. If the LLP shape genuinely fits, see LLP registration.

Branch or liaison office. These belong to foreign companies, not individuals, and they restrict what you may do in India. A branch office may carry on only the activities the RBI approves; a liaison office may earn nothing in India at all. Founders who want to trade, hire and bill customers choose the company.

Your documents — the pack that decides your timeline

For each foreign director and shareholder, the MCA wants:

• Passport — a clear copy of the photo page. For a foreign national this is the identity proof; there is no substitute document.
• Address proof — a recent bank statement or utility bill showing your address abroad.
• Photograph — passport-size.
• DSC records — the digital signature application is built from the same documents.

Each foreign document is then notarised and apostilled in the country that issued it, if that country is a Hague Convention member — most are. Where apostille does not apply, the documents go through consular legalisation instead. Two practical notes we give every client: check that your name is spelt identically on every page before anything is apostilled, because a mismatch means legalising twice; and if a document is not in English, it needs a certified English translation alongside.

Two reliefs worth knowing. A foreign director does not need an Indian PAN to be appointed — the MCA requires PAN only where the Income-tax Act itself requires the individual to hold one (General Circular 12/2014), and the passport does the identity work in the filing. And NRIs holding Indian passports can generally file self-attested copies instead of the apostille set, subject to a check on the specific filing.

On the Indian side you need a registered office: an address in India (a home, an office, a co-working desk all work), a recent utility bill for it, and a no-objection note from the owner. That address is where the company's statutory mail lands — choose one that will actually be read.

The process, step by step

Step 1 — Sector and structure check

We confirm your sector's FDI route and that a private limited company is the right vehicle. Five minutes here can save an approval-route surprise later.

Step 2 — Digital signatures

Every proposed director gets a Class 3 digital signature certificate (DSC). For foreign directors this is issued on the apostilled passport and address proof, entirely remotely.

Step 3 — Name reservation

Your company name is reserved through SPICe+ Part A — two name choices, in order of preference.

Step 4 — Apostille your documents

Start this in week one, in parallel with everything else. In most timelines we see, the apostille — not the MCA — is the stage that sets the pace.

Step 5 — The SPICe+ filing

SPICe+ Part B carries the incorporation itself: the directors' DINs are allotted inside the same form — there is no separate DIN application at this stage — e-MoA and e-AoA are attached, and PAN and TAN are issued with the incorporation. The linked AGILE-PRO-S form can add GST, EPFO and ESIC registrations and a bank-account application in the same pass.

Step 6 — Certificate of Incorporation

The Registrar issues the certificate with your CIN. The company now exists — in the MCA's systems, typically 7 to 15 working days after a filing-ready set of documents goes in.

Step 7 — Bank account and capital

Open the current account, then remit your share capital through proper banking channels. The bank issues the remittance evidence (FIRC) that the FEMA reporting stands on. Shares must be allotted within 60 days of the money arriving, and the return of allotment (PAS-3) follows within 15 days of allotment.

Step 8 — FC-GPR, within 30 days of allotment

The company reports the foreign investment to the RBI on the FIRMS portal in Form FC-GPR, within 30 days of the share allotment. Miss this window and the filing does not become impossible — it becomes a late-submission-fee conversation. Our calendar treats the date as fixed from the day shares are allotted. The mechanics are set out in our FC-GPR filing guide.

Step 9 — The first-90-days stack

First board meeting within 30 days of incorporation. First auditor appointed within 30 days. Share certificates issued within two months. The commencement-of-business declaration (INC-20A) within 180 days. None of this is hard; all of it is dated. We hand you the calendar with your certificate, not after the first notice.

After registration — the FEMA rhythm

A foreign-owned company carries two reporting layers. The company-law layer is the same as any Indian company's: annual financial statements (AOC-4) and annual return (MGT-7) with the Registrar, board meetings, statutory registers. The FEMA layer is yours alone:

• FC-GPR — once per allotment of shares to a foreign holder, within 30 days.
• FLA return — the annual return on foreign liabilities and assets, filed with the RBI by 15 July every year for as long as foreign investment sits on the balance sheet, even in a year with no fresh transaction.
• FC-TRS — if shares later move between a resident and a non-resident, the transfer is reported too (within 60 days).
• Transfer pricing — if your Indian company bills your own foreign company or buys from it, those prices need documentation from the first invoice, not the first notice.

Profits come home as dividends after Indian tax — dividends are freely repatriable, with the tax residency certificate and Form 10F paperwork supporting any treaty claim. Nothing about the structure traps your money in India; it just insists the reporting keeps up with the money.

Coming from a specific country?

The Indian law is one law. The document chain, the treaty and the apostille office are not. We maintain a corridor guide for each of the countries our founders most often come from: the United States, the United Kingdom, Singapore, the UAE, Hong Kong, China, Australia, Canada, Germany and the Netherlands. Start on your corridor page if one matches — it answers the questions in the order founders from your country actually ask them. Everyone else starts at the India entry hub. If a foreign company, rather than you personally, will hold the shares, compare this route with a wholly-owned subsidiary before you decide — the paperwork differs even though the destination looks similar. And if you are comparing against the ordinary domestic route, the standard private limited company registration page shows the baseline this page builds on.

Fees and realistic timelines

• Government charges: the MCA charges no incorporation fee for a company with authorised capital up to ₹15 lakh; stamp duty on the MoA and AoA depends on the state of your registered office and is charged at actuals; apostille and notary costs are paid in your own country, at their counters.
• Our plans: the plans in the fees section above are the same plans as our standard private limited company registration — Starter, Growth and Scale. Foreign-founder work changes the document handling and adds the FEMA reporting; it does not change the honesty rule: a written breakup before you pay, government charges shown separately.
• Timelines: 7 to 15 working days for the incorporation itself once documents are filing-ready; three to five weeks door to door for most founders, with the apostille stage and the bank's FEMA desk setting the pace. An approval-route sector or a Press Note 3 case sits outside these numbers, and we will tell you so at the check in step 1.

How ComplyKart helps — and what we do not do

We do: check your sector's FDI route (including Press Note 3 mapping of your situation) before you spend; run the full SPICe+ incorporation with document checking before anything is apostilled, so nothing is legalised twice; coordinate the capital chain — remittance evidence, allotment, FC-GPR inside its 30-day window; set up your FEMA calendar (FC-GPR, FLA, FC-TRS) alongside the company-law one; and stay on for the first year of filings if you want us to.

We do not: arrange a "nominee" resident director as a bare name on paper — the seat carries duties and we set it up properly or not at all; tell you a sector is automatic-route without checking the current consolidated FDI policy; or file a late FC-GPR and dress it up as on-time — late filings go through the late-submission route and we will say so plainly.