One Incorp

India

Foreign Investor can commence business in India as:

1. Indian Company*

Joint Venture
Wholly Owned Subsidiary

JV/ Wholly Owned Subsidiary as

(i) Private Limited or

(ii) Public Limited Company, s.t. Companies Act, 2013

2. Foreign Company**

Liaison Office

To represent the parent company in India

Branch Office

To undertake activities such as Export, Import, research, consultancy etc.

Project Office

Activities as per contract to execute project

3. Limited Liability Partnership

Subject to provisions of LLP Act, 2008

FDI permitted under automatic route in LLPs operating in sectors/ activities where 100% FDI is allowed, through the automatic route and there are no FDI-linked performance conditions***

* Incorporation of a company in India is s.t. sectoral caps and requisite approvals

**RBI guidelines regarding the establishment of LO/ BO/ PO. As per Companies Act 2013, only a resident Indian with PAN to be appointed for receiving notices in India for foreign company.

***For detailed definitions, clarifications/ exceptions, please refer to Consolidated FDI Policy

Types of Permitted Business Establishments

Different business establishment in India


Min Members	2	7	1	2 Partners
Max Member	200	Unlimited	1	No Limit
Min Directors	2	3	1	2 Designated Partner
Max Directors	15*	15*	15*	NA
Resident Director	1 Mandatory	1 Mandatory	1 Mandatory	1 Designated Partner
Transfer of ownership	Ownership can be transferred	Ownership can be transferred	Ownership can be transferred to nominee in the event of death of owner	Ownership can be transferred
Subscription of shares	Public subscription not allowed	Public subscription allowed	Public subscription not allowed	Public subscription not allowed
Issue of Prospectus	Not Mandatory	**Mandatory	Not Mandatory	Not Mandatory
Managerial Remuneration	No limit for managerial personnel	Shareholder approval is required, if remuneration payable is above limits	NA	Remuneration is based on LLP agreement
Commencement of Business/ Operations	Declaration to be filed prior to commencement	Declaration to be filed prior to commencement	Declaration to be filed prior to commencement	Immediately after obtaining certificate of incorporation
Legal Status	Pvt Co is a separate legal entity registered under Companies Act, 2013. The Directors are liable for defaults made under the act	Public Co is a separate legal entity registered under Companies Act, 2013. The Directors are liable for defaults made under the act	OPC is a separate legal entity registered under Companies Act, 2013. The Directors are liable for defaults made under the act	LLP is a separate legal entity registered under LLP Act, 2008. The Designated partners of LLP are liable for contraventions under the act
Governing Act/ Law	Companies Act, 2013	Companies Act, 2013	Companies Act, 2013	LLP Act, 2008
Annual Statutory Filings	Annual statement of accounts & annual return with ROC	Annual statement of accounts & annual return with ROC	Annual statement of accounts & annual return with ROC	Annual statement of solvency & annual return with ROC
Annual Filings & Audit	IT return to be filed. Audit mandatory	IT return to be filed. Audit mandatory	IT return to be filed. Audit mandatory	IT return to be filed. Audit mandatory in case turnover exceeds INR 40 lakhs or contribution exceeds INR 25 lakhs

Note:

Resident Director: Sec 149(3) – Every company should have at least one director who has stayed in India for a total period of not less than 182 days in the financial year.

*Company may appoint more than fifteen directors after passing a special resolution, further provided that such class or classes of companies as may be prescribed, shall have at least one woman director (Rule 3 of The Companies (Appointment and Qualification of Directors) Rules, 2014)

**In case of public issue

Commencing Business in india as LO/BO/PO

Eligibility

Liaison Office (LO)

Profit making track record during the immediately preceding three financial years in the home country and net worth of not less than $ 50,000 or its equivalent.

Branch Office (BO)

Profit making track record during the immediately preceding five financial years in the home country and net worth of not less than $ 100,000 or its equivalent.

Project Office (PO)

Nil

Business Registration Process

AS A COMPANY

AS AN LLP
- Check availability of name / registered trademark for the incorporation of the company. Further to this, reserve name of the proposed company through online service RUN on MCA website. The name can also be applied through SPICe+.
- Obtain Digital Signature Certificate (DSC) for at least one proposed designated Directors of the Company. DIN for proposed Directors can only be applied for through form SPICe+.
- Form INC 32 (SPICe+) are to be duly filled and submitted to RoC for the incorporation of the company. PAN and TAN are shall be auto-generated based on details filed in the SPICe+ form
- Filing of electronic Memorandum of Association (eMoA – INC 33) in SPICe+ . For foreign subscribers physical MoA to be executed and attached
- Filing of electronic Articles of Association (eAoA- INC 34) in SPICe +. For foreign subscribers physical AoA to be executed and attached
- SPICe+ upload and fee payment is confirmed by MCA
- Central Registration Centre (CRC) verifies/ scrutinizes all the documents and forms and may suggest few changes to be made in the attachments or form itself. One needs to make necessary changes accordingly
- Obtain the certificate of incorporation (CoI). CIN, PAN & TAN numbers are allotted at the time of registration
- A company having share capital is required to file a declaration of receipt of subscription amount and verification of registered office within 182 days of incorporation and prior to commencement of business.

Note : Notarization & Apostilling/legalization of documents mandatory in case of foreign subscribers / Directors. Some registrations would be applicable based on state in which the company is incorporating and nature of the business activity. *GSTIN, ESIC registration and EPFO registration may be obtained at the time of incorporation by filing AGILE form