How NRIs Can Register a Company in India in 2026: Private Limited and Wholly Owned Subsidiary Guide
How NRIs Can Register a Company in India in 2026
Private Limited Company and Wholly Owned Subsidiary: your complete guide
A lot of NRIs come to us with the same question: can I actually start a company in India from abroad, without flying in? The short answer is yes. The longer answer is that the process involves a few more layers than a straightforward resident Indian incorporation, mainly because of FEMA, RBI reporting requirements, and the apostille step for overseas documents. This guide walks you through everything in plain terms, based on what we handle day-to-day for NRI clients.
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Under Indian law, an NRI is an Indian citizen who has been outside India for 182 days or more during a financial year, or someone who has gone abroad for employment, business or other purposes with an intention to stay for an uncertain period. OCI (Overseas Citizen of India) cardholders are treated at par with NRIs for investment and company registration purposes. Foreign nationals who are not of Indian origin can also register a company in India, but through the FDI route with a few additional compliance steps.
2. Private Limited vs Wholly Owned Subsidiary: Which Route?
NRIs typically choose between two structures. If you are an individual NRI wanting to co-found a business with Indian partners or start a new venture, a Private Limited Company is the right fit. If you are an existing foreign company wanting to set up an Indian entity that is 100% owned by the parent, a Wholly Owned Subsidiary (WOS) is the route. Both are incorporated under the Companies Act 2013 and the process is similar, but the documentation requirements differ.
| Factor | Private Limited Company | Wholly Owned Subsidiary |
|---|---|---|
| Ownership | NRI + Indian co-founder(s) or NRI-only with resident director | 100% owned by the foreign parent company |
| Minimum directors | 2 directors, at least 1 must be resident Indian | 2 directors, at least 1 must be resident Indian |
| FDI compliance | FC-GPR filing required after share allotment | FC-GPR filing required after share allotment |
| Extra documents | NRI director passport apostilled | Parent company Certificate of Incorporation + Board Resolution, both apostilled |
| Best for | Individual NRI entrepreneurs | Foreign companies entering the Indian market |
3. FDI Routes: Automatic vs Government Approval
Most sectors in India permit 100% FDI under the automatic route, meaning no prior approval from the Government of India or the RBI is required before investing. You simply invest, allot shares, and file the FC-GPR form within 30 days. Sectors that require Government route approval include defence (above 74%), print media, digital news media (above 26%), and multi-brand retail. IT services, consulting, manufacturing, e-commerce (B2B), and professional services all fall under the automatic route and are straightforward for NRI investors.
4. The 9-Step Incorporation Process for NRIs
Here is how the process typically works when we handle an NRI incorporation:
Name Reservation via RUN
We file the Reserve Unique Name (RUN) application on the MCA portal with your preferred company name. MCA typically approves or rejects within two to three working days. We give you three name options so we have backups if the first choice is taken.
Digital Signature Certificates (DSC) for NRI Directors
Every proposed director needs a Class 3 DSC. For NRI directors this is done remotely through a licensed Certifying Authority. You submit your apostilled passport copy and complete a video verification. The DSC is delivered digitally, no courier required.
Director Identification Number (DIN)
DIN is obtained automatically through the SPICe+ incorporation form for up to three directors. No separate filing needed if you are incorporating fresh. Existing directors already have a DIN and just provide it.
Drafting MOA and AOA
We draft the Memorandum of Association and Articles of Association based on your business activities. For NRI-owned companies, the objects clause is particularly important to ensure it covers all planned activities, including export of services, which is relevant for most NRI clients.
SPICe+ Form Filing with MCA
SPICe+ is a single integrated form that covers incorporation, PAN, TAN, EPFO, ESIC and GST registration in one go. For NRI companies, we carefully flag the FDI details in the form and ensure the NIC code accurately reflects the business. MCA typically processes SPICe+ in five to eight working days.
Certificate of Incorporation
Once MCA approves, the Certificate of Incorporation is issued digitally. This is the moment your company legally exists. The certificate includes the CIN (Corporate Identification Number), which is your company’s permanent identifier.
Opening a Company Bank Account
An NRI-owned company needs an NRO or FCNR business current account to receive FDI. The AD Category-I bank where you open this account also becomes your reporting bank for all subsequent FEMA filings. We help you understand which banks are NRI-friendly for business accounts.
GST Registration
GST registration is mandatory once you cross the turnover threshold or if you are selling across state lines. For NRI-owned companies doing B2B work or exporting services, getting GST registered from day one makes sense because it opens up input tax credit from the start.
FC-GPR Filing: The FEMA Step Most NRIs Miss
Within 30 days of allotting shares to the foreign investor, the Indian company must file Form FC-GPR through the FIRMS portal via its AD Category-I bank. Missing this 30-day window attracts a compounding penalty under FEMA, so it is something we watch carefully for every client.
5. Documents NRI Directors and Shareholders Need
All documents from foreign nationals or NRI directors must be either apostilled (if your country is a signatory to the Hague Convention) or notarised and consularised (for non-Hague countries). This is not optional and MCA will reject the filing without it.
NRI DIRECTORS
- Valid passport (apostilled copy)
- Overseas address proof such as a bank statement or utility bill (apostilled)
- PAN card if you already have one
- Recent passport-size photograph
- Active email address and a mobile number
FOR THE COMPANY
- Three name options for the company
- Registered office address proof (rent agreement or NOC from owner)
- Electricity or utility bill for the registered office
- MOA and AOA (we prepare these)
- Board resolution from parent company (for WOS, apostilled)
- Certificate of Incorporation of parent company (for WOS, apostilled)
6. FEMA Compliance and RBI Reporting: What You Cannot Ignore
FEMA is the law that governs all cross-border money flows for Indian companies with foreign shareholders. Non-compliance does not just attract a fine. It can attract a penalty of up to three times the amount involved, or a daily penalty for continuing defaults. This is an area where getting the timing right matters a lot.
KEY RBI AND FEMA FILINGS FOR NRI-OWNED COMPANIES
| Filing | What triggers it | Deadline |
|---|---|---|
| FC-GPR | Allotment of shares to a foreign investor | Within 30 days of allotment |
| FC-TRS | Transfer of shares between a resident and a non-resident | Within 60 days of transfer |
| Annual Performance Report (APR) | Any company that has received FDI | By 31 December every year |
| Foreign Liabilities and Assets Return (FLA) | Outstanding FDI or ECB at year end | By 15 July every year |
7. Tax Considerations for NRI-Owned Companies
India has signed Double Taxation Avoidance Agreements (DTAA) with over 90 countries, including the US, UK, Canada, Australia, UAE, Singapore and most EU nations. Under a DTAA, the same income is not taxed twice, once in India and again in the country where you are resident. To claim DTAA benefits, your company will need to submit a Tax Residency Certificate (TRC) from your country of residence.
A few things worth knowing about Indian corporate tax in 2026: the standard corporate tax rate for domestic companies is 22%. New manufacturing companies can access a reduced rate under Section 115BAB. Dividends paid to NRI shareholders attract withholding tax, though the applicable rate is often lower under a DTAA. Royalties and technical service fees paid to a foreign parent are subject to TDS, and the exact rate depends on the relevant DTAA provision.
Frequently Asked Questions
Can an NRI be the sole director of a Private Limited Company in India?
No. At least one director must be an Indian resident who has stayed in India for 182 days or more in the preceding calendar year. An NRI can be a director, but not the only one.
Do NRI shareholders need to come to India to register the company?
Not at all. The entire process is done remotely. Documents are signed digitally, and paperwork is apostilled in your country. No physical presence in India is required at any stage.
What is Form FC-GPR and when must it be filed?
FC-GPR is a mandatory RBI reporting form under FEMA. It must be filed within 30 days of shares being allotted to a foreign investor, through the FIRMS portal via your AD Category-I bank. Missing this deadline attracts a compounding penalty.
Can an NRI company repatriate profits out of India?
Yes. Dividends, royalties and capital gains can be repatriated after paying the applicable withholding taxes. Capital brought in through an NRE account is freely repatriable with no upper limit.
Howlong does company registration take for an NRI?
Once your apostilled documents are in hand, the MCA process takes around 10 to 18 working days. Apostille time in your country adds another three to ten days. Dealintax handles the full process end to end.
Ready to Register Your Company in India?
Dealintax handles NRI company registration end to end: DSC, DIN, SPICe+ filing, FC-GPR, GST and ongoing annual compliances. We work with NRI clients across the US, Canada, UK, UAE, Australia, Singapore and beyond, all done remotely.
