How to Register a Foreign Company in India (2026): Branch, Liaison, Project Office or Subsidiary, Step‑by‑step

Understanding how to register a foreign company in India in 2026 is the essential first step for any overseas business planning to establish operations, pursue contracts, or test the Indian market. The Companies Act, 2013 and the Foreign Exchange Management Act, 1999 (FEMA) together govern the four principal entry routes, liaison office, branch office, project office, and wholly owned subsidiary, each carrying distinct regulatory obligations, filing procedures, and timelines. The Corporate Laws (Amendment) Bill, 2026 has introduced procedural simplifications to MCA filings and SPICe+ workflows that directly affect how foreign entities prepare their applications.

This guide walks through every stage of the foreign company registration process in India, from choosing the right structure and satisfying FDI compliance requirements, through the documents needed, costs, and key deadlines, so that foreign investors, general counsel, and company secretaries can act with confidence.

Overview of the Registration Process and Who It Applies To

Any company incorporated outside India that establishes or intends to establish a place of business within the country must comply with Indian registration requirements. The precise procedure depends on the structure chosen. Indian law provides four main routes for foreign company registration in India, each suited to a different commercial objective.

• Liaison Office (LO). A representative presence only, permitted to undertake market research, promote exports and imports, and facilitate technical or financial collaboration. An LO cannot carry on any commercial, trading, or industrial activity in India and cannot earn income in India.
• Branch Office (BO). Allows a wider range of activities than an LO, including export of goods and services, consultancy, research, and representing the parent company in India, but the BO remains an extension of the foreign entity rather than a separate legal person.
• Project Office (PO). Established to execute a specific project in India, typically under a contract awarded to the foreign company. The PO’s scope and duration are tied to the underlying project contract.
• Subsidiary (Indian Private Limited Company). A fully incorporated Indian company with its own legal identity. This route gives the foreign parent maximum operational flexibility, including the ability to carry on any lawful business, earn revenue, repatriate profits (subject to applicable tax and exchange-control rules), and raise capital in India.

The choice of structure determines whether the foreign entity applies to the Reserve Bank of India (RBI) through an Authorised Dealer (AD) bank (for LO, BO, or PO) or files incorporation documents directly with the Registrar of Companies (RoC) via the Ministry of Corporate Affairs (MCA) portal (for a subsidiary). Many foreign companies that initially enter through an LO or BO later convert to a subsidiary once commercial operations scale, a pathway that the 2026 amendments have streamlined.

Eligibility and Prerequisites for Registering a Foreign Company in India (2026)

Before filing any application, foreign entities must confirm they satisfy India’s eligibility requirements, particularly around FDI sectoral caps, resident director rules, and minimum capital or track-record thresholds set by the RBI for non-incorporated presences.

FDI and Sectoral Eligibility

India’s FDI policy classifies sectors into three broad categories based on the level of foreign ownership permitted and the approval route required. FDI compliance is mandatory before proceeding with any incorporation or RBI application.

The applicable sectoral cap and approval route must be confirmed at the outset. Filing under the wrong route, or failing to obtain government approval where required, can invalidate the registration and trigger enforcement action under FEMA.

Resident Director, DIN, DIR‑2 and DISC Requirements

For a subsidiary (Indian private limited company), the Companies Act, 2013 requires that at least one director is a resident of India, defined as a person who has stayed in India for at least 182 days during the preceding financial year. All directors, including foreign nationals, must hold a Director Identification Number (DIN) issued by the MCA. Foreign directors obtain a DIN by filing DIR‑3 (or through the integrated SPICe+ Part B form at the time of incorporation). Each director must also file DIR‑2 (Consent to Act as Director), which must be notarised for foreign nationals signing outside India.

For an LO, BO, or PO, there is no statutory resident director requirement under the Companies Act. However, the foreign entity must appoint an authorised representative in India who is responsible for regulatory filings, correspondence with the RoC and RBI, and local compliance. A Digital Signature Certificate (DSC) is required for any person signing electronic filings on the MCA portal.

NRIs and foreign nationals may serve as directors and shareholders in Indian companies, subject to the sectoral FDI cap and the resident director rule. A foreign company may hold up to 100% of shares in an Indian subsidiary in sectors where 100% FDI is permitted under the automatic route.

Step‑by‑Step Procedure to Register a Foreign Company in India

The registration steps differ depending on the chosen structure. Below is the consolidated procedure covering both the RBI/FEMA route (for LO, BO, PO) and the MCA/SPICe+ route (for subsidiary incorporation). The timeline table following the steps provides a quick-reference summary.

Step 1: Decide Structure and Obtain Pre‑Approvals

1. Confirm the entry route. Cross-reference the intended business activity with the FDI sectoral cap table. If the sector requires government approval, file the application through the Foreign Investment Facilitation Portal before proceeding.
2. Pass a board resolution. The parent company’s board must formally authorise the establishment of the Indian presence and appoint the authorised representative or proposed directors. This resolution must be notarised and, for most jurisdictions, apostilled under the Hague Convention.
3. Execute a Power of Attorney (PoA). The PoA should authorise the Indian representative to sign filings, open bank accounts, and appear before regulators on the parent company’s behalf. Notarise and apostille the PoA in the country of origin.

Step 2: Incorporate an Indian Subsidiary via SPICe+

If the chosen route is a subsidiary, the incorporation is filed entirely online through the MCA portal using the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form.

1. Obtain Digital Signature Certificates (DSCs). Each proposed director and the subscriber to the Memorandum of Association (MoA) requires a Class 3 DSC from a licensed Indian certifying authority. Typical duration: 1–7 days.
2. Apply for DIN via SPICe+ Part B. Up to three DINs can be applied for within the SPICe+ form itself. The DIN is allotted automatically upon successful filing. Typical duration: 1–3 days (auto-allotment).
3. Reserve the company name via RUN (Reserve Unique Name) or SPICe+ Part A. Submit up to two proposed names. The RoC checks the name against existing company and trademark registrations. Typical duration: 1–3 working days.
4. File SPICe+ Part B with MoA and AoA. Attach the Memorandum and Articles of Association (using the INC‑33 and INC‑34 e-forms), declarations by directors and subscribers, proof of registered office address, and the resident director’s address proof confirming 182-day residency. Typical duration: 7–14 working days for RoC processing, subject to queries.
5. Receive Certificate of Incorporation, PAN and TAN. Upon approval, the RoC issues the Certificate of Incorporation along with the company’s Permanent Account Number (PAN) and Tax Deduction Account Number (TAN), both allotted automatically through SPICe+ integration with the Income Tax Department. Typical duration: issued simultaneously with the Certificate of Incorporation.
6. Register for GST (if applicable). If the subsidiary will make taxable supplies exceeding the threshold turnover, apply for GST registration on the GST portal. Typical duration: 3–15 working days.

Step 3: RBI/FEMA Route for Liaison, Branch or Project Office

Establishing an LO, BO, or PO requires prior approval from the RBI, routed through an AD bank in India. The governing regulations are the Foreign Exchange Management (Establishment in India of a Branch Office or a Liaison Office or a Project Office or Any Other Place of Business) Regulations, 2016.

1. Prepare the RBI application through the AD bank. Submit prescribed forms (Form FNC) along with the parent company’s certificate of incorporation, financial statements (typically the last three audited years), board resolution, PoA, and bank reference letter. The AD bank reviews documents and forwards the application to the RBI regional office. Typical duration: 30–90 days, depending on completeness of documentation and RBI processing.
2. Obtain approval and open an Indian bank account. On receiving RBI approval, the foreign entity opens a designated bank account in India through the AD bank and obtains the Foreign Company Registration Number (FCRN) or Unique Identification Number (UIN) as applicable. Typical duration: 7–14 days after RBI approval.
3. Register the place of business with the RoC. Every foreign company that establishes a place of business in India must register with the RoC within 30 days of establishment, filing the prescribed documents under the Companies Act, 2013. The authorised signatory files the application on the MCA portal.

Step 4: Special Cases, Project Office Under Contract and LO/BO to Subsidiary Conversion

A project office may be established under the automatic route (without prior RBI approval) where the project is funded directly by inward remittance from abroad, or where a bilateral or multilateral funding agency finances the project and the agency’s home country has a security clearance from the Government of India. In these cases, the AD bank grants approval directly, reducing the timeline from months to weeks.

Foreign companies that initially establish an LO or BO often convert to a subsidiary once commercial operations demand full-scale activity. The conversion involves incorporating a new Indian company, transferring assets and personnel, closing the LO/BO with RBI approval, and filing closure documents with the RoC. Industry observers expect the 2026 amendments to reduce the number of parallel filings required for this conversion. Typical duration for conversion: 30–120+ days depending on RBI and RoC processing.

Consolidated Registration Timeline

Required Documents for Foreign Company Registration in India

Document preparation is frequently the most time-consuming part of the registration process, particularly for foreign entities unfamiliar with Indian attestation and apostille requirements. Every document originating outside India must be notarised by a public notary in the country of origin, apostilled (for Hague Convention countries) or consularised (for non-Hague countries), and translated into English by a certified translator if not already in English.

Documents checklist for foreign company incorporation in India (downloadable templates), covering board resolution templates, DIR‑2 specimens, and PoA formats, will be published as a supporting resource. Pre-checking documents against the RoC’s and AD bank’s specific requirements before submission significantly reduces the risk of queries and delays.

Timeline and Key Deadlines for Foreign Company Registration in India

The end-to-end timeline for registering a foreign company in India in 2026 depends on the chosen structure and the completeness of documentation at the time of filing.

• Subsidiary (SPICe+ route). From DSC procurement to Certificate of Incorporation, the process typically takes 15–30 working days. Post-incorporation registrations (GST, professional tax, shop and establishment) add 3–15 working days.
• Liaison / Branch / Project Office (RBI route). The RBI application typically takes 30–90 days from submission through the AD bank to approval. Subsequent RoC registration must be completed within 30 days of establishing the place of business, this is a statutory deadline under the Companies Act, 2013, and non-compliance may attract penalties.

Expedited processing is possible where documents are pre-verified by counsel, DSCs are arranged in advance, and the AD bank’s specific checklist is satisfied before submission. Engaging a qualified company law practitioner at the planning stage, rather than after filing, typically compresses the timeline by avoiding RoC queries and RBI information requests.

The most commonly missed deadline is the 30-day RoC registration window for LO, BO, and PO establishments. Starting RoC filing preparation in parallel with the RBI application, rather than waiting for approval, is the most effective way to meet this deadline.

Costs, Fees, and Tax Considerations for Foreign Company Registration in India (2026)

The cost of foreign company registration in India varies by structure, state of incorporation, and authorised share capital. The following table provides indicative ranges current as of June 2026. Actual amounts should be verified with the applicable RoC jurisdiction and AD bank.

Tax considerations. A branch office or BO may create a taxable permanent establishment (PE) in India under the Income Tax Act, 1961 and applicable Double Taxation Avoidance Agreements (DTAAs), exposing the foreign entity to Indian corporate tax on income attributable to the PE. A subsidiary, being a separate Indian company, is taxed independently. GST registration is required if the entity makes taxable supplies exceeding the applicable threshold turnover. Foreign entities should obtain tax advice before finalising the entry structure, costs, taxes and mandatory compliance after incorporation in India (foreign-owned entities) is a critical consideration at the planning stage.

What Changed in 2026: Corporate Laws (Amendment) Bill and MCA Updates

The Corporate Laws (Amendment) Bill, 2026 introduced several procedural changes that affect how foreign companies register in India. The likely practical effects include:

• SPICe+ simplifications. Certain attachment requirements that previously duplicated information already captured in MCA form fields have been removed, reducing the number of documents to be uploaded during subsidiary incorporation.
• Electronic verification enhancements. The 2026 amendments expand the scope of digital verification for director identity, potentially reducing the need for physical notarisation of DIR‑2 forms for certain categories of foreign directors.
• Streamlined name reservation. The RUN (Reserve Unique Name) process now includes additional auto-checks against trademark registries, reducing post-reservation objections and shortening the name-approval timeline.
• RoC processing timelines. Early indications suggest that MCA targets for RoC processing of SPICe+ applications have been tightened following the 2026 amendments, with industry observers expecting faster turnaround in practice.

Foreign entities currently preparing applications should review the latest MCA circulars and the official text of the Corporate Laws (Amendment) Bill, 2026 to confirm which provisions are in force and whether transitional arrangements apply to pending filings.

Common Pitfalls in Foreign Company Registration and How to Avoid Them

• Incomplete apostille or notarisation. Documents notarised but not apostilled (or vice versa) are rejected by the RoC and the AD bank. Remedy: use a single law firm or notary in the country of origin to handle the complete chain, notarisation, apostille, and certified translation, before dispatching documents to India.
• Incorrect FDI sectoral classification. Selecting the wrong sector or approval route leads to application rejection or subsequent FEMA enforcement. Remedy: obtain a written opinion from Indian counsel confirming the applicable sectoral cap and route before filing.
• Missing resident director for subsidiary incorporation. SPICe+ Part B will not process without at least one director who meets the 182-day residency test. Remedy: identify and appoint the resident director early, this may be a locally hired professional director or a relocated employee.
• Exceeding the 30-day RoC registration deadline. Foreign companies establishing an LO, BO, or PO must register with the RoC within 30 days of commencing operations at the place of business. Late filing attracts penalties. Remedy: begin RoC filing preparation in parallel with the RBI application.
• Failing to confirm AD bank document requirements. Different AD banks maintain slightly different internal checklists. Remedy: request the AD bank’s specific checklist at the outset and pre-clear each document before formal submission.

Sources

1. Ministry of Corporate Affairs (MCA), SPICe+ Guidance and Forms
2. Companies Act, 2013 (Official Text)
3. Corporate Laws (Amendment) Bill, 2026, PRS Legislative Research
4. Reserve Bank of India, FAQs on Liaison / Branch / Project Offices
5. India Briefing, Representative Office, Branch Office, Project Office vs Subsidiary
6. ClearTax, Comparison Between Liaison Office, Project Office and Branch Office