Private Limited Company Incorporation with a Foreign Director or Foreign Shareholder

A foreign national can be both a director and a shareholder of an Indian Private Limited Company. The company needs at least one director who stays in India for 182 days or more in the financial year, the foreign director needs a DIN and a digital signature backed by apostilled documents, and the foreign shareholder's money must arrive through banking channels and be reported to the RBI in Form FC-GPR within 30 days of allotment. Everything else is a standard SPICe+ incorporation.

Who this page is for

Most of the incorporation enquiries we receive with a foreign element fall into one of four situations, and the process differs slightly for each:

• Indian founder with an overseas co-founder. A Mumbai founder and a co-founder in the United States, United Kingdom, Singapore or the UAE, splitting equity 51:49 or similar, with both on the board. This is the most common case and the one this page is built around.
• Foreign company setting up an Indian subsidiary. The parent holds 99% or more, a nominee holds the balance, and at least one director is a local hire or a professional resident director. This case has its own page: wholly owned subsidiary in India for a foreign company.
• NRI or OCI investor. A non-resident Indian putting money in through an NRE or FCNR account, sometimes also joining the board.
• Foreign national relocating to India. Someone who will live here on a business or employment visa and wants to run the company as its resident director once the 182-day test is met.

If you only need a plain Indian incorporation with resident founders, our company registration in Mumbai page covers that. If the company already exists and you are adding a foreign investor, the FEMA and RBI compliance page is the right starting point.

What changes when a director or shareholder is foreign

The incorporation form is the same. What changes is the paperwork before it, the money route during it, and the reporting after it.

Sources: Companies (Incorporation) Rules, 2014, Rule 13; FEMA (Non-debt Instruments) Rules, 2019, Rule 21 and Schedule I; RBI Master Direction on Reporting under FEMA.

How we run the engagement

The sequence below is the one we use for a two-founder company where one founder is abroad. Steps 2 and 3 run in parallel with step 4, which is where most of the time saving comes from.

1. Structure and sector checkDays 1 to 2
   We confirm the activity is under the automatic route, look at the shareholding split, agree the authorised capital, and check whether any shareholder or beneficial owner is from a country sharing a land border with India, which would require government approval. We also settle who will be the resident director.
2. Document pack for the foreign directorDays 2 to 15, done abroad
   Passport, overseas address proof not older than two months, photograph and specimen signature are notarised in the home country and then apostilled (Hague Convention countries such as the USA, UK, Germany, Australia, Singapore and, since January 2024, Canada) or authenticated at the Indian mission (the UAE, Qatar and other non-Hague countries). The country notes below cover the USA, UK, Singapore and UAE. Our DSC and DIN guide for foreign national directors lists the exact pack for each route.
3. Digital signaturesDays 3 to 10
   Aadhaar-based DSC for the Indian director the same day. Class 3 DSC for the foreign director once the apostilled pack is in hand, with a video verification the director completes on their phone.
4. Name reservationDays 3 to 6
   SPICe+ Part A with two name options and a trademark check. Reserved names hold for 20 days, which comfortably covers the wait for foreign documents.
5. SPICe+ Part B, MoA, AoA and AGILE-PRO-SDays 10 to 20
   DINs for both directors are allotted inside the form. If the foreign subscriber holds an Indian DSC the memorandum and articles are signed electronically; otherwise the physically signed, apostilled copies are attached. The linked form applies for PAN, TAN, EPFO, ESIC, Maharashtra professional tax and the bank account in one go.
6. Certificate of IncorporationAround day 20
   PAN and TAN arrive with the certificate. We draft the first board meeting minutes, appoint the first auditor within 30 days, and open the current account.
7. Subscription money and FIRCWithin 60 days of receipt
   The foreign shareholder remits their subscription amount through banking channels. The AD bank issues a Foreign Inward Remittance Certificate and a KYC report on the remitter. Shares must be allotted within 60 days of the money arriving, failing which it has to be refunded within 15 days.
8. Entity Master and FC-GPRWithin 30 days of allotment
   We register the company on the RBI FIRMS portal, create the business user, and file FC-GPR with the FIRC, KYC, board resolution and company secretary certificate. The AD bank verifies the filing and the RBI assigns a unique identification number to the investment. Our FC-GPR filing guide walks through the portal, documents and late fee.
9. Commencement of businessWithin 180 days
   INC-20A is filed once every subscriber has paid in, with the bank statement as proof. Share certificates are issued within 60 days of allotment and the register of members is written up.
10. First-year FEMA and ROC calendarOngoing
    FLA return to the RBI by 15 July, director KYC (from 31 March 2026, once every three financial years by 30 June, with contact changes reported within 30 days), four board meetings, and AOC-4 and MGT-7A after the first AGM. The full list is on our FEMA annual compliance checklist.

Timeline at a glance

Non-Hague countries add roughly one to two weeks at the start. Name reservation holds for 20 days, so it is filed once the foreign documents are on their way.

Documents required from the foreign director or shareholder

• Passport, all pages that carry personal details, with a current visa page if the person has been in India recently
• Overseas address proof not older than two months: utility bill, bank statement or a government-issued ID that shows the address
• Passport-size photograph and a specimen signature on plain paper
• Personal email address and a mobile number, which can be a foreign number; the OTPs for DSC verification and annual DIR-3 KYC go there
• Where the shareholder is a foreign company: certificate of incorporation, board resolution authorising the investment, a list of beneficial owners and the authorised signatory's passport, all apostilled
• Documents in a language other than English need a certified English translation, apostilled along with the original

Which attestation route applies

Commonwealth countries that are also Hague members, such as the UK, Australia, Singapore and Canada, can follow either route; we ask for the apostille because banks and DSC agencies accept it without question. Membership checked against the Hague Conference status table in October 2026: Saudi Arabia joined in December 2022, China in November 2023 and Canada in January 2024; the UAE, Qatar and Kuwait are not parties.

Country notes: USA, UK, Singapore and UAE

The passport rules are the same everywhere: a colour copy of every page with personal details, valid for at least six months, with the name written identically on every other document. What changes by country is who notarises, who apostilles, and which address proof is easiest to get.

Corporate shareholders follow the same route for their own documents; the list for a foreign parent company is on our wholly owned subsidiary page.

Shareholding, pricing and the FEMA rules that apply

Three FEMA points decide how the cap table is built.

Subscription shares are issued at face value. Rule 21 of the Non-debt Instruments Rules lets a non-resident subscribe to the memorandum at face value, subject to the sectoral cap and entry route. So a 51:49 split on a ₹1 lakh paid-up capital means the Indian founder pays ₹51,000 and the foreign founder remits the rupee equivalent of ₹49,000. No valuation report is needed for this first allotment.

Every later allotment to a non-resident needs a valuation. The price cannot be below fair value certified by a chartered accountant, a SEBI-registered merchant banker or a cost accountant using an internationally accepted method, and the report must be less than 90 days old on the allotment date. If the foreign founder will put in more money after incorporation, plan it as a priced round rather than an informal top-up. Our business valuation practice issues these reports.

Control and land-border countries. Investment from an entity or beneficial owner in a country sharing a land border with India (China, Pakistan, Bangladesh, Nepal, Bhutan, Myanmar, Afghanistan) needs prior government approval under Press Note 3 of 2020. Press Note 2 of 2026, issued on 15 March 2026, moves small non-controlling holdings below the Prevention of Money-laundering Act beneficial-owner thresholds to the automatic route with a DPIIT reporting requirement. A US or European co-founder is unaffected, but a fund investor with Chinese limited partners can be, so we check the beneficial ownership chain before allotment rather than after.

Two Companies Act points travel with these. A founders' agreement or shareholders' agreement should cover vesting, board seats and what happens on exit, because the articles alone do not. And if the foreign founder will receive equity over time rather than up front, the ESOP or sweat-equity route triggers a separate RBI filing in Form ESOP within 30 days. We set all of this out in what changes when your startup has a foreign co-founder.

Scope and fees

We quote a fixed professional fee against the scope below so the number is known before work starts. Government charges and third-party costs are listed separately and passed through at cost. The figures are for a company with authorised capital up to ₹10 lakh, two directors and two shareholders, one of each being non-resident; the written quote after a scope call is the one that applies.

Indicative professional fees for typical engagements, excluding GST, government and ROC fees, stamp duty and, unless stated, the DSC token. The final fee depends on scope and volume and is confirmed in writing before work starts. Fees are subject to change without notice. Valuation for allotments after incorporation is quoted by our valuation practice.

Example engagement: a Mumbai founder and a US co-founder

Illustrative example: a composite of typical engagements, not a specific client. Names and figures are representative.

Situation. Two software engineers, one in Mumbai and one in Texas, wanted a Private Limited Company for a B2B software product, split 60:40, with ₹1 lakh paid-up capital. The US co-founder had no plans to travel to India in the first year, and both wanted the company ready to take a small angel round within six months.

What we did. We confirmed the activity was under the 100% automatic route, settled that the Mumbai founder would carry the section 149(3) resident-director requirement, and sent the US founder a Texas-specific checklist: notary first, then the Texas Secretary of State apostille, with the passport signature page and a current bank statement in the same set. We checked the scans before anything was notarised, reserved the name in week one, scheduled the DSC video verification once the apostilled set arrived, and filed SPICe+ in week three.

Timeline. Certificate of incorporation in week five. The US founder remitted his ₹40,000 from his own US account; the FIRC and KYC took eight working days. FC-GPR was filed on day 17 after allotment and approved after one AD-bank query, a middle name that appeared on the passport but not on the remittance advice, answered with a bank confirmation the same day.

Outcome. The company's first FC-GPR was on the RBI record before the angel round was negotiated, so the later allotment, with its valuation certificate, was filed without a backlog to clear first. The FLA return was diarised for July and the founders moved to a monthly accounting and compliance retainer.

Why a CA firm rather than a filing portal

A portal will incorporate the company. It will not tell you that the 30-day FC-GPR clock started when the board passed the allotment resolution, not when the bank credited the money, or that the 182-day test is being failed because both founders are travelling, or that the apostille on the passport copy does not cover the signature page. Those are the three most common problems we inherit from foreign-founder companies incorporated elsewhere, and each one costs more to fix than the incorporation cost in the first place.

KC Shah & Associates works from Andheri East and Fort in Mumbai, handles the FEMA side in-house rather than referring it out, and stays as the company's accountant and FEMA filer after the certificate arrives. The founder who incorporated your company is the one who files your FC-GPR and your FLA return.

Frequently Asked Questions