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Under Current Scenario, many foreigners or NRI's wants to establish their Company in India to take advantage of the huge market, cheaper resources and prospect of emerging market. Private Limited Company, Public Limited Company and Limited Liability Partnership (LLP) are considered as most favorable business structures for doing business in India by NRIs and foreigners. One resident Indian director/partner is mandatory to form such business entity in India.
Foreign Investment in India is permitted under two ways, i.e. Automatic Route and Approval Route. Foreign Direct Investment (FDI) into India under the automatic route is allowed for Private Limited Company and Public Limited Company only, while FDI in LLP requires prior approval from the Reserve Bank of India.
Glance at available types of Limited Liability Business Entities in India:
Incorporation of Private Limited Company
A private Limited company is a privately owned business entity formed for any lawful purpose under the provisions of the Companies Act, 2013 having minimum of two and maximum of two hundred members and the name of the company must end with the words ‘Private Limited’.
A company incorporated outside India seeking interest to start their operations in India as a start-up structure can incorporate a private limited company with substantially relaxed and lesser compliance regime as compared to a public limited Company
Incorporation of Public Limited Company
A Public Limited company is a business entity formed for any lawful purpose under the provisions of the Companies Act, 2013 and which is not a private company. A Public company shall have minimum of seven members. However, there is no limit on the maximum number of members in case of a Public Limited Company. The name of the company must end with the word ‘Limited’.
A company incorporated outside India seeking interest to start their operations in India as a start-up structure can incorporate a public limited company with an option to raise capital from public.
Incorporation of LLP
Limited Liability Partnership (LLP) is a body corporate formed and registered under the Limited Liability Partnership Act, 2008 and is a legal entity separate from that of its partners. LLP has perpetual succession. Any change in the partners of LLP shall not affect the existence, rights or liabilities of the LLP.
Every LLP shall have at least two designated partners who are individuals and at least one of them shall be resident in India. In case of a LLP in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of such LLP or nominees of such bodies corporate shall act as designated partners.
Separate Legal Entity
As a juristic legal person, both the company and its members have separate legal identity that is distinct from each other.
Existence of a Limited entity is uninterrupted, even the death or insolvency of any director/partners cannot affect the continuity of business
The liability of members of a limited company is limited to the amount of share capital remaining unpaid on the shares held by them.
Easy Transferability of Ownership
The ownership in a limited company is easily transferable by way of transfer of shares from one member to another.
The transparency principle of limited company is required to increase the confidence, support, and participation of stakeholders or all parties concerned with the company.
The proposed name selected should be unique and should not resemble to the name of an existing Company or Limited Liability Partnership.
Share capital of a company is divided into four parts:
Director is a person appointed to the Board of a company. Board of Directors of a company are entitled to exercise all such powers and to do all such acts and things as the company is authorized to exercise and do except those which are specifically required to be exercised by a company in general meeting. Minimum two directors are required to incorporate a private limited company and minimum three directors are required in case of a public limited company out of which at least one must be resident in India.
Subscriber means a person who has agreed to subscribe to the share capital of the company and on its registration, whose name is entered as a member in the Register of Members. Minimum two subscribers are required to incorporate a private limited company and Minimum Seven Subscribers are required to incorporate a Public limited Company. Subscribers of a company can be resident in or outside India. There is no restriction on a subscriber of a private limited company to be a director of the same company or vice versa.
It is mandatory for every company to have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. Registered office of the company must be situated in India.
Designated Partners in case of LLP
Every LLP shall have at least two designated partners who are individuals and at least one of them shall be resident in India.
Obtaining requisite Documents and information
Filing of Requisite forms with ROC
Certificate of Incorporation
How we Can Help:
At Companies Next, we have a dedicated team of professionals for providing quality services with accuracy and within given timelines. We provide a complete transparent and online platform for registration of your limited company. Our Company registration in India service include:
NRIs or foreign nationals can register a company and make investments in India subject to the Foreign Direct Investment Policy and Guidelines issued by the RBI. The only condition as per Incorporation rules is that a person of Indian Nationality should be appointed on Board of Director of the company.
Yes, as per the provisions of the act, every company to be incorporated in India must have at least one Indian resident individual as a director. You can call as Indian sponsor in easy language.
An E-MOA and an AOA cannot be used by Foreigners because, in compliance with Rule 13(5) of the Company (Incorporation) Rules, 2014, MOA and AOA signed by a person residing outside India, should be apostilled or notarized by the notary of the country of origin.
The attestation requirement depends on the country in which registered office (in case of body corporate as a subscriber) /residence of the overseas subscriber and / or director is situated. The documents are required to be attested as follows:
a) Proof of Residence in a country which is part of the Common Wealth, by a notary public of that country;
b) Proof of Residence in a country which is party to The Hague Apostille Convention, 1961, attestation to be made by a notary public of the said country and duly apostilled in accordance with Hague Convention; or
c) Proof of Residence in a country outside the Commonwealth, and which is not party to Hague Convention, authenticated by a Diplomatic or Consular Officer empowered in this behalf under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) i.e. attested by Public Notary and authenticated by Indian Embassy in the country of residence.
Under Rule 13(5), if foreign subscribers arrive on a "Business Visa" to India and sign the documents while staying in India, then the documents are not necessary to be Apostilled and Notarized or Consularised.
Step 1: Opening of a Bank Account
Step 2: Remittance of subscription amount in Indian bank a/c (within 2 months of incorporation) through wire transfer from foreign country bank account of the subscriber.
Step 3: Allotment of shares to subscribers and Issuance of Share Certificates
Step 4: Obtaining FIRC & KYC docs from the Bank
Step 5: Reporting in Form FC-GPR within 30 days of date of allotment through FIRMS Portal.
It is not necessary that a Indian Resident director should also be a shareholder in an Indian Company. As a foreigner or foreign company can retain 100% ownership in Indian Company.
Yes, a non-resident can become a director in Indian Company if he possess the required documents and one resident director is already on the board.
You can check the authenticity of companies by visiting the portal of Ministry of corporate Affairs.(www.mca.gov.in)
Go to MCA services and click on View Company or LLP Master Data to check the master data of companies. Just enter the name of company and get the required information like CIN No., directors’ name and DIN number, Company formation date, Share capital, email address, address etc.