How to Register a Company in India from the United Kingdom UK?

Which Business Structure Should a UK Founder Choose in India?

Choose a Private Limited Company to scale or raise capital. Choose a Limited Liability Partnership (LLP) for a low-compliance service firm. Choose a Branch, Liaison, or Project Office only if you are an established UK corporate willing to take RBI approval friction. A wholly owned subsidiary is simply a Pvt Ltd in which the UK parent holds nearly all the shares. The table compares every vehicle.

An LLP cannot easily raise venture capital equity, which rules it out for most startups. A Branch, Liaison, or Project Office is not a separate legal entity, and each routes through an Authorised Dealer (AD) Category-I bank under FEMA for RBI approval.

What Is a Wholly Owned Subsidiary and How Does the Nominee Shareholder Work?

A wholly owned subsidiary (WOS) is a Private Limited Company in which the UK parent effectively owns 100% of the shares. Indian law requires two shareholders, so the parent holds all but one share while a nominee holds a single share on the parent’s behalf. The registered holder who is not the true owner files a declaration of beneficial interest under Section 89 of the Companies Act, 2013, so the UK parent keeps full control.

A UK corporate parent routinely triggers Significant Beneficial Owner (SBO) reporting, a commonly missed filing. Under Section 90 of the Companies Act, 2013 and the Companies (Significant Beneficial Owners) Rules, 2018, an individual holding 10% or more of shares or voting rights files Form BEN-1 with the company within 30 days, the company files Form BEN-2 with the Registrar of Companies (RoC) within 30 days, and maintains a register in Form BEN-3, per the MCA SBO Rules.

A nominee declaration and a share transfer deed protect the parent’s ownership. The WOS is an Indian tax resident taxed in India, and dividends repatriated to the UK parent face Indian withholding subject to relief under the India-UK Double Taxation Avoidance Agreement (DTAA).

What Are the Requirements to Register a Company in India from the UK?

A Pvt Ltd needs a minimum of 2 directors and 2 shareholders, who may be the same people, a maximum of 200 shareholders, at least one India-resident director, an Indian registered office address, and a Class 3 Digital Signature Certificate (DSC) for every subscribing director. The checklist sets out each requirement with its statutory source.

Who Needs a Resident Director in India?

Every Indian company, including a UK-owned wholly owned subsidiary, needs at least one director who stayed in India for 182 days or more during the financial year. The current rule sits in Section 149(3) of the Companies Act, 2013, as substituted by Section 46 of the Companies (Amendment) Act, 2017 and in force from 7 May 2018. The 2017 amendment changed the basis from the “previous calendar year” to “during the financial year” (1 April to 31 March).

A newly incorporated company meets the test proportionately for the part-year up to the end of its year of incorporation, under the Section 149(3) proviso. A UK founder cannot satisfy the day count alone, so most appoint a local professional or use a nominee director service. Note the LLP day count differs: designated partners need only 120 days during the financial year, effective 1 April 2022.

Which State Should You Incorporate In?

Incorporate in the state where your office, team, or customers sit, commonly Karnataka (Bengaluru), Maharashtra (Mumbai), Delhi NCR, or Telangana (Hyderabad). The state fixes which Registrar of Companies has jurisdiction, the stamp duty on the Memorandum of Association (MOA) and Articles of Association (AOA), and your eligibility for state incentives. Stamp duty varies by state.

You can shift the registered office later, but the move carries procedure and cost. The MCA publishes the current fee rules on its portal.

What Documents Are Required to Register a Company in India from the UK?

UK directors need a notarized and apostilled passport and apostilled proof of address under two months old. A UK corporate parent needs an apostilled certificate of incorporation and a board resolution authorizing the investment. Because the UK is a Hague Apostille Convention member, an FCDO (Foreign, Commonwealth & Development Office) apostille is enough, and full consular legalisation is not required. The documents table splits foreign from Indian items.

How to Register a Company in India from the UK: Step-by-Step

The whole process runs on the MCA portal through the integrated SPICe+ form, from name reservation to the Certificate of Incorporation (COI), in roughly 2 to 4 weeks for a foreign founder. The seven steps below cover the DSC, name reservation, drafting, the SPICe+ filing, and the post-incorporation declaration.

How Do You Get a Digital Signature Certificate (DSC)?

Get a Class 3 DSC from a licensed Certifying Authority such as eMudhra, Sify, or NSDL. Foreign nationals submit apostilled KYC documents, and the certificate issues in 1 to 2 days.

How Do You Set Up an MCA Portal Account?

Register a business-user account on the MCA V3 portal to file SPICe+ (INC-32) and its linked forms.

How Do You Reserve the Company Name?

Propose up to two names per application through SPICe+ Part A. Names must not be identical to existing companies or trademarks under the Companies (Incorporation) Rules, and approval usually takes 1 to 3 days. Check availability first with Commenda’s company name checker.

How Do You Draft the MOA and AOA?

The MOA defines the company’s objects, registered office state, and capital. The AOA sets internal governance. Both are filed electronically as eMOA (INC-33) and eAOA (INC-34). Foreign subscribers’ signatures need apostille.

How Do You File SPICe+ Part B?

One integrated filing covers incorporation, Director Identification Number (DIN) allotment for up to three new directors, PAN, TAN, and the AGILE-PRO-S (INC-35) registrations. AGILE-PRO-S bundles Employees’ Provident Fund Organisation (EPFO), Employees’ State Insurance Corporation (ESIC), professional tax, optional Goods and Services Tax (GST), and bank-account opening. Existing DIN holders reuse their number.

When Do You Receive the COI, PAN, and TAN?

The RoC issues the Certificate of Incorporation with a Corporate Identification Number (CIN). The Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) are auto-generated with the COI, not applied for separately. Clean filings reach COI in about 7 to 15 working days.

What Is the INC-20A Commencement Declaration?

File Form INC-20A within 180 days of incorporation, after subscribers pay in their share capital. The company cannot commence business or borrow before filing. Missing the deadline triggers a ₹50,000 penalty on the company and ₹1,000 per day on each defaulting officer up to ₹1,00,000, and the RoC may strike off the company, under Section 10A of the Companies Act, 2013.

What FEMA and FDI Compliance Applies After Incorporation?

When the UK parent remits share capital, the Indian company reports the allotment to the RBI on Form FC-GPR (Foreign Currency-Gross Provisional Return) via the FIRMS portal within 30 days of allotment. It also files the annual Foreign Liabilities and Assets (FLA) return by 15 July. Most sectors allow 100% FDI under the automatic route; restricted sectors need government approval.

A late FC-GPR is regularized by paying the RBI’s Late Submission Fee (LSF) under its A.P. (DIR Series) circular dated 30 September 2022. Longer defaults require compounding under the Foreign Exchange Management Act (FEMA).

What Annual Filings Does a UK-Owned Indian Company Have to Make?

A Pvt Ltd files AOC-4 (financial statements) and MGT-7 (annual return) with the RoC each year and undergoes a mandatory statutory audit regardless of turnover under Section 139 of the Companies Act, 2013. There is no turnover exemption for a Private Limited Company. The audit exemption thresholds of turnover above ₹40 lakh or contribution above ₹25 lakh apply only to LLPs under the LLP Act, 2008.

How Do You Open a Bank Account and Register for GST?

The AGILE-PRO-S (INC-35) form filed with SPICe+ bundles bank account opening and optional GST registration into incorporation itself, so most companies apply for both at filing. This keeps the whole stack inside one MCA application.

The FDI capital remittance from the UK parent lands in this account, and allotment of the resulting shares starts the 30-day FC-GPR clock. GST registration becomes mandatory once turnover crosses the prescribed threshold or interstate supply rules apply; confirm the current thresholds on the GST portal before you register.

How Long Does It Take to Register a Company in India from the UK?

Plan for 2 to 4 weeks end to end. Apostille and document collection add time on top of the MCA’s roughly 7 to 15 working days of processing. The stage-by-stage timeline is below.

How Much Does It Cost to Register a Company in India from the UK?

There is no flat price. Government fees scale with authorized capital, stamp duty varies by state, and UK-side costs plus the DSC and professional fees stack on top. The components below are the fixed, checkable items; the MCA publishes its fee schedule by authorized capital on its portal.

Never trust a single all-in figure quoted without these moving parts named.

How We Help UK Founders Register a Company in India

Commenda’s incorporation service handles your India setup end to end: structure and state selection, the SPICe+ filing, the resident-director requirement, and the post-incorporation FEMA filings. It takes the three things UK founders trip on and makes them routine.

After the COI lands, Commenda’s entity management runs your ongoing FC-GPR, FLA, SBO, and annual RoC filings so nothing lapses. Track every deadline with Commenda’s compliance calendar, and check your name before you file with the company name checker. Book a demo to get a jurisdiction-ready India incorporation plan for your UK company.