Company Registration in India from Resident Country of USA

Narendra Kumar

18 Dec, 2020

A Non-resident Indian can get a company registered in India, legally under the Indian Companies Act, 2013 by not being physically present in India, provided few of the conditions are fulfilled.

The procedure for Company Registration is seamlessly online or virtual.

However, there is a variant of entity options in India which may be as follows according to the type of the applicant:

• PRIVATE LIMITED COMPANY: Most Ideal as no Central Government or RBI Approval is mandatory
• LIMITED LIABILITY PARTNERSHIP: Partnership concept& requires prior approval from Central Government
• PROPRIETORSHIP OR PARTNERSHIP FIRMS: Generally for unorganized players & hence requires prior approval of RBI.
• REGISTRATION OF BRANCH, LIAISON OR PROJECT OFFICE: Cost of setting up is too high along with the Prior Approval of Central Government & RBI is required.

Generally, Companies here in India are incorporated either as a Private Limited Company or a Limited Liability Partnership by non – resident Indians.

For Eg:    If a US Citizen is willing to set up Company Operations in India, he needs to do the following as needful –

STEPS FOR THE OPERATIONS TO BE SET UP AS A COMPANY:

• The first & foremost condition is to have at least one Resident Indian Director.
• Proper Authenticated documentation & KYC needs to be filed for all the concerned Directors and Shareholders in order to apply for DIN & DSC.

(Kindly note that before dispatching the docs for DIN & DSC, they should be properly notarized by the Country specific notary or legalized by way of attestation through an Apostle).

• Check the FDI Limit, in case of formation of a Foreign Entity most of the sectors come in Automatic Route, which doesn’t require any prior approval of RBI, However, if the sector is reluctant to 100% FDI route, prior permission of concerned Ministry of Central Government is required.
• Name application needs to be done for Company along with the preparation for MOA, AOA of the Company.
• Application for Incorporation once the documents are in place.
• Concerned ministry & Central Government verifies the details filed for Incorporation of the concerned Company.
• Generation of Certificate of Incorporation evidencing the existence of the company.
• Application for the opening of Bank Account of the Company which needs to be in the physical presence of the Resident Director.
• Application for PAN, TAN & GST from Central & State Governments.
• Once the Company is formed, it must make an FDI Reporting to RBI, so as to ensure compliance with all the legal & paralegal formalities.

However, the following are the most important requirements to be kept in mind going forth with a Company Registration by a Foreign National.

1. Documents if the Foreign national is in Native Country (Part of International Hague Convention):

• Proof of Identity (Valid Passport)
• Proof of Address (DL, Voter ID or Bank Statement)
• Photo (JPEG Format)

Henceforth these needs to get compulsorily notarized by Public Notary of USA & Apostilled by the competent authority.

2. Documents if the Foreign national is in Native Country (Is not a Part of International Hague convention):

• Proof of Identity (Valid Passport)
• Proof of Address (DL, Voter ID or Bank Statement)
• Application Form with Photo (attested)

Henceforth these needs to get compulsorily notarized by Public Notary of USA & Consularized by the competent authority.

3. Foreign National residing in India:

• Resident Permit Certificate issued by the Indian Embassy
• Valid self-attested Passport copy
• VISA
• Application Form with Photo.

4. Documents if the Foreign National is signing the subscriber sheet of MOA & AOA in India:

• Signatures of the signatory must be duly verified by either the public notary of that country or the Officers of the embassy.
• Copy of Valid business VISA to India.

5. Documents if the Foreign National is signing the subscriber sheet of MOA & AOA while residing outside India:

• If the residing country is a part of Commonwealth Nation then, Signature, Identity & Address Proof must be notarized by Notary of the convention.
• If the residing country is a part of the Hague Convention then, Signature, Identity & Address Proof must be notarized by the country of origin & duly Apostil led accordingly.
• If the residing country is neither a part of Hague or Commonwealth, then Signature, Identity & Address Proof must be notarized by the Public Notary of the Country & that certificate must be authenticated by the Diplomatic or Consular Office.

6. In case a Foreign Company is a subscriber to MOA & AOA of the Proposed Indian Company:

• Board Resolution of Foreign Company authorizing investment in the Indian Company.
• Copy of valid Address Proof of foreign company.
• Copy of Certificate of Incorporation of the Foreign Company.

On being satisfied with the documentation & attestation mentioned above, the Central Government & Registrar of Companies shall issue the impending Certificate of Incorporation along with the Green Signal of RBI as well wherever required.

• Signatures of the signatory must be duly verified by either the public notary of that country or the Officers of the embassy.
• Copy of Valid business VISA to India.

5. Documents if the Foreign National is signing the subscriber sheet of MOA & AOA while residing outside India:

• If the residing country is a part of Commonwealth Nation then, Signature, Identity & Address Proof must be notarized by Notary of the convention.
• If the residing country is a part of the Hague Convention then, Signature, Identity & Address Proof must be notarized by the country of origin & duly Apostil led accordingly.
• If the residing country is neither a part of Hague or Commonwealth, then Signature, Identity & Address Proof must be notarized by the Public Notary of the Country & that certificate must be authenticated by the Diplomatic or Consular Office.

6. In case a Foreign Company is a subscriber to MOA & AOA of the Proposed Indian Company:

• Board Resolution of Foreign Company authorizing investment in the Indian Company.
• Copy of valid Address Proof of foreign company.
• Copy of Certificate of Incorporation of the Foreign Company.

On being satisfied with the documentation & attestation mentioned above, the Central Government & Registrar of Companies shall issue the impending Certificate of Incorporation along with the Green Signal of RBI as well wherever required.