Registering a company in India from the UK means meeting Indian legal frameworks, the Foreign Exchange Management Act (FEMA), and document apostille rules you have likely never touched. UK founders trip on three things in particular: the mandatory India-resident director, the apostille of UK documents, and post-incorporation foreign direct investment (FDI) reporting to the Reserve Bank of India (RBI).
The verdict is simple. A Private Limited Company (Pvt Ltd), filed with the Ministry of Corporate Affairs (MCA) on the integrated SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form, is the default route, and it runs 2 to 4 weeks end to end. India is a serious market for UK firms. Total UK-India trade reached £47.9 billion in the four quarters to Q4 2025, up 10.0%, per the UK government’s India trade and investment factsheet. The India-UK Comprehensive Economic and Trade Agreement (CETA) enters into force on 15 July 2026, according to gov.uk.
Which Business Structure Should a UK Founder Choose in India?
Choose a Private Limited Company if you plan to scale or raise capital. Choose a Limited Liability Partnership (LLP) for a low-compliance service firm. Choose a Branch Office only if you are an established UK corporate with RBI approval. A wholly owned subsidiary is simply a Pvt Ltd in which the UK parent holds nearly all the shares. The table below compares every vehicle.
| Structure | Min directors/partners | FDI route | Liability | Compliance burden | Best for | Source |
|---|---|---|---|---|---|---|
| Private Limited Company | 2 directors, 2 shareholders (max 200) | 100% automatic in most sectors | Limited to shares | High: statutory audit, annual filings | Scaling, raising capital | Companies Act, 2013 (MCA) |
| LLP | 2 designated partners (≥1 resident) | Automatic where 100% FDI allowed, no performance conditions | Limited to contribution | Lower: no audit unless turnover > ₹40 lakh or contribution > ₹25 lakh | Low-compliance service firms | LLP Act, 2008 |
| Branch Office | Parent plus authorised representative | Needs RBI approval | Extends to UK parent | Moderate to high | Established UK corporates; parent net worth ≥ USD 100,000 | FEMA (RBI) |
| Liaison Office | Authorised representative | Needs RBI approval; no commercial income | Extends to UK parent | Moderate | Market research, representation | FEMA (RBI) |
| Project Office | Authorised representative | Needs RBI approval or general permission | Extends to UK parent | Moderate | Executing a specific India contract | FEMA (RBI) |
An LLP cannot easily raise venture capital equity, which matters for startups. A Branch, Liaison, or Project Office is not a separate legal entity, and each needs RBI approval through an AD Category-I bank under FEMA.
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, and a maximum of 200 shareholders. At least one director must be resident in India. You need an Indian registered office address and a Digital Signature Certificate (DSC) for every subscribing director. The checklist below sets out each requirement with its statutory source.
| Requirement | Detail | Source |
|---|---|---|
| Directors | Minimum 2; at least 1 India-resident | Section 149, Companies Act, 2013 |
| Shareholders | Minimum 2, maximum 200; can overlap with directors | Companies Act, 2013 (MCA) |
| Registered office | A physical Indian address for legal correspondence | Companies Act, 2013 |
| Digital Signature Certificate | Class 3 DSC for each subscribing director | MCA |
| Resident director | Stayed in India ≥ 182 days in the previous financial year | Section 149(3), Companies Act, 2013 |
Who Needs a Resident Director in India?
Every Indian company, including a UK-owned wholly owned subsidiary, must have at least one director who stayed in India for 182 days or more in the previous financial year. This rule sits in Section 149(3) of the Companies Act, 2013. A UK founder cannot satisfy it alone, so most appoint a local professional or use a nominee director service.
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 decides which Registrar of Companies (RoC) has jurisdiction, the stamp duty payable on the Memorandum of Association (MOA) and Articles of Association (AOA), and your eligibility for state incentives. Stamp duty varies by state.
The registered office fixes RoC jurisdiction. You can shift it later, but the move carries procedure and cost, and 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, apostilled proof of address under two months old, photographs, and contact details. The company needs proof of its registered office. A UK corporate parent needs its 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.
| Group | Document | Attestation | Source |
|---|---|---|---|
| Foreign director/shareholder | Passport | Notarized + apostilled | MCA |
| Foreign director/shareholder | Proof of address under 2 months old | Notarized + apostilled | MCA |
| Foreign director/shareholder | Passport photographs, email, phone | None | MCA |
| Indian resident director | PAN card, Aadhaar, address proof | Self-attested | MCA |
| Registered office | Rent agreement + owner NOC or ownership deed, plus utility bill | None | Companies (Incorporation) Rules |
| Corporate parent | Certificate of incorporation of the UK entity | Apostilled | FCDO / MCA |
| Corporate parent | Board resolution authorizing the India investment | Apostilled | MCA |
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, 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.
Step 1: Obtain 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 documents, and the certificate issues in 1 to 2 days.
Step 2: Create an Account on the MCA Portal
Register a business-user account on the MCA portal to file SPICe+ and its linked forms.
Step 3: Reserve the Company Name (SPICe+ Part A or RUN)
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. The Reserve Unique Name (RUN) service now handles name changes for existing companies, while SPICe+ Part A is the incorporation path. Check availability first with Commenda’s company name checker.
Step 4: 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.
Step 5: File SPICe+ Part B with the DIN Application and AGILE-PRO-S
One integrated filing covers incorporation, Director Identification Number (DIN) allotment for up to three new directors, PAN, TAN, and the AGILE-PRO-S 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.
Step 6: Receive the Certificate of Incorporation, PAN, and TAN
The RoC issues the Certificate of Incorporation (COI) 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.
Step 7: File the INC-20A Commencement of Business 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 must report the allotment to the RBI by filing Form FC-GPR (Foreign Currency-Gross Provisional Return) on the FIRMS portal within 30 days of allotment. It must also file the annual Foreign Liabilities and Assets (FLA) return by 15 July each year. Most sectors allow 100% FDI under the automatic route; restricted sectors need government approval.
| Filing | Trigger | Deadline | Default consequence | Source |
|---|---|---|---|---|
| FC-GPR | Share allotment to the foreign investor | Within 30 days of allotment | RBI Late Submission Fee; compounding for long delays | RBI (FIRMS) |
| FLA return | Foreign investment held during the year | By 15 July annually | Penalty and compounding under FEMA | RBI |
| Annual ROC filings (AOC-4, MGT-7) | End of financial year | Per MCA calendar | Per-day penalties | Companies Act, 2013 (MCA) |
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).
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.
| Stage | Typical duration | Source |
|---|---|---|
| DSC issuance | 1 to 2 days | Certifying Authority |
| Name approval (SPICe+ Part A) | 1 to 3 days | MCA |
| SPICe+ filing to COI | 7 to 15 working days | MCA |
| FC-GPR filing | Within 30 days of allotment | RBI |
| INC-20A declaration | Within 180 days of incorporation | Companies Act, 2013 |
How Much Does It Cost to Register a Company in India?
Costs vary by authorized capital and state, because stamp duty on the MOA and AOA differs from state to state. Budget for government filing fees, DSC fees per director, apostille costs in the UK, and professional fees. There is no single flat price. Government fees scale with authorized capital, and the MCA publishes the current fee schedule on its portal.
How Commenda Helps UK Founders Register a Company in India
Commenda’s incorporation service handles your India setup end to end, from structure and state selection through SPICe+ filing, the resident director requirement, and post-incorporation FEMA filings. Then it keeps the entity compliant.
Commenda’s incorporation service manages formation and the resident-director requirement, and entity management runs your ongoing FC-GPR, FLA, and annual ROC filings after the COI lands. Track every deadline with Commenda’s compliance calendar. Book a demo to get a jurisdiction-ready India incorporation plan for your UK company.
