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Business Setup
Everything that has to exist before you can legally trade in India - whether you are starting here or arriving from outside.
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Obligations tracked
12
Statutory forms
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Things you do
What this covers
Business setup is not only incorporation. It is the entity, the registrations, the bank account, the tax identities, the premises, the people infrastructure and the reporting line that together let a business actually operate in India.
For an overseas parent, that list is longer. Choosing between a wholly owned subsidiary, a branch, a liaison office or a project office decides what you may legally do here, how profits move, and what you report to the Reserve Bank for the life of the entity.
We also set up global capability centres - the India arm that carries engineering, finance or support for a group headquartered elsewhere. That means the entity, the intercompany agreement, the payroll and PF/ESI infrastructure, the transfer pricing posture and the FEMA reporting, sequenced so nothing is retrofitted later.
Incorporation
Starting the entity.
Getting the start right matters more than anything that follows. A business set up as the wrong entity, with the wrong authorised capital, objects written too narrowly, or an address it will leave in six months, creates work for years.
We set up every form of Indian business entity, and every route an overseas parent can take into India - wholly owned subsidiary, branch, liaison office, project office, or a capability centre carrying work for the group. We will tell you honestly which one you should be, including when the answer is the cheapest one.
Then we obtain the registrations you actually need, put the employer and tax infrastructure in place, keep the foreign investment reporting current, and start your compliance calendar from day one.
| Entity | Registered with | Best for | What it costs you annually |
|---|---|---|---|
| Private limited company | MCA · SPICe+ | Raising institutional capital, ESOPs, hiring at scale | Highest - full annual filings, audit, board meetings |
| Limited liability partnership | MCA · FiLLiP | Professional firms and businesses not raising equity | Moderate - Form 8 and Form 11, audit above threshold |
| One person company | MCA · SPICe+ | A single founder wanting limited liability now, conversion later | Moderate - lighter than private limited |
| Partnership firm | Registrar of Firms (state) | Two or more partners, no external capital planned | Low - no MCA filings |
| Sole proprietorship | No separate registration; GST / Shops and Establishments | Testing an idea, service businesses, single operator | Lowest - you and the business are the same legal person |
| Section 8 company | MCA · SPICe+ | Not-for-profit objects | Highest - plus 12A / 80G and FCRA where applicable |
| Wholly owned subsidiary of a foreign parent | MCA + RBI / FEMA reporting | An overseas group selling, hiring or building in India | Highest - adds FC-GPR and the annual FLA return |
| Global capability centre | MCA + FEMA + transfer pricing | Engineering, finance or support delivered to the group from India | Highest - intercompany agreement and transfer pricing documentation |
| Branch office | AD Bank / RBI · Form FNC | Permitted revenue activity without an Indian company | High - taxed as a foreign company, annual AAC filing |
| Liaison office | AD Bank / RBI · Form FNC | Representation and market study only, no revenue | Moderate - funded by inward remittance, annual certification |
| Project office | AD Bank / RBI · Form FNC | Executing a specific contract awarded in India | Moderate - closes with the project |
Private limited company
MCA · SPICe+Raising institutional capital, ESOPs, hiring at scale
Highest - full annual filings, audit, board meetings
Limited liability partnership
MCA · FiLLiPProfessional firms and businesses not raising equity
Moderate - Form 8 and Form 11, audit above threshold
One person company
MCA · SPICe+A single founder wanting limited liability now, conversion later
Moderate - lighter than private limited
Partnership firm
Registrar of Firms (state)Two or more partners, no external capital planned
Low - no MCA filings
Sole proprietorship
No separate registration; GST / Shops and EstablishmentsTesting an idea, service businesses, single operator
Lowest - you and the business are the same legal person
Section 8 company
MCA · SPICe+Not-for-profit objects
Highest - plus 12A / 80G and FCRA where applicable
Wholly owned subsidiary of a foreign parent
MCA + RBI / FEMA reportingAn overseas group selling, hiring or building in India
Highest - adds FC-GPR and the annual FLA return
Global capability centre
MCA + FEMA + transfer pricingEngineering, finance or support delivered to the group from India
Highest - intercompany agreement and transfer pricing documentation
Branch office
AD Bank / RBI · Form FNCPermitted revenue activity without an Indian company
High - taxed as a foreign company, annual AAC filing
Liaison office
AD Bank / RBI · Form FNCRepresentation and market study only, no revenue
Moderate - funded by inward remittance, annual certification
Project office
AD Bank / RBI · Form FNCExecuting a specific contract awarded in India
Moderate - closes with the project
For clients on a monthly plan, incorporation is free. Government fees and stamp duty are at cost, and you will have the exact figure before we start. Branch, liaison and project office routes are quoted before we begin.
The calendar
Every obligation, with dates.
| What it is | Form | When | Who it applies to |
|---|---|---|---|
| Digital signature and director identification | DSC / DIN | Before filing | Every founder and director, Indian or foreign |
| Name reservation | RUN / SPICe+ Part A | Before incorporation | Every entity |
| Incorporation | SPICe+ / FiLLiP | - | Company or LLP |
| Branch, liaison or project office approval | FNC · AD Bank / RBI | Before commencing operations | Foreign companies not incorporating a subsidiary |
| Foreign investment reporting | FC-GPR · Single Master Form | Within thirty days of allotment | Any entity issuing shares to a non-resident |
| Permanent account number | PAN | With incorporation | Every entity |
| Tax deduction account number | TAN | With incorporation | Every entity that deducts TDS |
| Bank account and KYC | - | After incorporation | Every entity; apostilled parent documents where foreign owned |
| Goods and services tax | REG-01 | On crossing the threshold or on inter-state supply | Most businesses |
| Professional tax | State-specific | On employing | Most states |
| Shops and Establishments | State-specific | On opening premises | Every commercial establishment |
| Provident fund and state insurance | EPFO / ESIC | On crossing headcount thresholds | Every employer, including capability centres |
| Startup recognition | DPIIT | Optional | Startups claiming exemptions |
| Import Export Code | IEC | Before importing or exporting | Trading businesses and service exporters billing abroad |
Digital signature and director identification
Form · DSC / DIN
When · Before filing
Every founder and director, Indian or foreign
Name reservation
Form · RUN / SPICe+ Part A
When · Before incorporation
Every entity
Incorporation
Form · SPICe+ / FiLLiP
When · -
Company or LLP
Branch, liaison or project office approval
Form · FNC · AD Bank / RBI
When · Before commencing operations
Foreign companies not incorporating a subsidiary
Foreign investment reporting
Form · FC-GPR · Single Master Form
When · Within thirty days of allotment
Any entity issuing shares to a non-resident
Permanent account number
Form · PAN
When · With incorporation
Every entity
Tax deduction account number
Form · TAN
When · With incorporation
Every entity that deducts TDS
Bank account and KYC
Form · -
When · After incorporation
Every entity; apostilled parent documents where foreign owned
Goods and services tax
Form · REG-01
When · On crossing the threshold or on inter-state supply
Most businesses
Professional tax
Form · State-specific
When · On employing
Most states
Shops and Establishments
Form · State-specific
When · On opening premises
Every commercial establishment
Provident fund and state insurance
Form · EPFO / ESIC
When · On crossing headcount thresholds
Every employer, including capability centres
Startup recognition
Form · DPIIT
When · Optional
Startups claiming exemptions
Import Export Code
Form · IEC
When · Before importing or exporting
Trading businesses and service exporters billing abroad
Our side
What we do.
- Decide the India structure with you before anything is filed - subsidiary, LLP, branch, liaison or project office
- Obtain DSC and DIN for every director, including apostille and notarisation for foreign directors
- Draft the memorandum and articles with objects broad enough to last
- File SPICe+ or FiLLiP end to end, or run the AD Bank and RBI route for branch and liaison offices
- Obtain PAN, TAN and the bank account documentation, including parent KYC
- Report the inbound investment on the Single Master Form and keep the FEMA line current
- Register for GST, professional tax, Shops and Establishments, EPFO and ESIC where applicable
- Set up the capability centre operating layer - intercompany agreement, payroll, and the transfer pricing posture
- Obtain DPIIT startup recognition and IEC where relevant
- Open your statutory registers, build the compliance calendar, and start the books from day one
If you miss it
Nothing goes wrong on day one. It goes wrong when a structure chosen for speed turns out to prohibit the revenue you now earn, when a liaison office is found to have been trading, when an inbound remittance was never reported, or when an objects clause does not cover what you actually do. Post-incorporation and FEMA filings carry thirty-day windows, and the clock starts whether or not anyone told you.
Companies Act, 2013 · Sections 12 and 403 · LLP Act, 2008 · FEMA, 1999 · FEM (Establishment in India of a Branch Office or Other Place of Business) Regulations · State registration legislation
Process
How it runs.
- 01
We structure it
Entity or office, capital, shareholding, objects, and where the money and the people will sit. Twenty minutes now saves a decade of amendments.
- 02
We file it
Incorporation or RBI route, tax identities, bank account, and the registrations you actually need - not the ones that pad an invoice.
- 03
We set it running
Registers opened, payroll and employer registrations live, FEMA reporting current, calendar built. Operating from day one rather than corrected in year three.
Questions founders ask
If you intend to raise institutional capital or issue ESOPs, private limited. If you do not and there are partners, an LLP is lighter to run. If it is one person testing an idea, a proprietorship is often the honest answer. We will recommend one, including when that means recommending less.
A liaison office may only represent the parent - no revenue. A branch may earn from permitted activities but is taxed as a foreign company. A wholly owned subsidiary is an Indian company that can do anything its objects allow and is the usual answer for anyone hiring or selling here. We will map it to what you actually intend to do in India.
Yes. Entity, premises, employer registrations, payroll, intercompany agreement and the transfer pricing posture, plus the ongoing FEMA and tax reporting. Setting it up and running it are the same conversation, which is why we do both.
Usually seven to twelve working days for an Indian-owned company once we have documents and DSCs. Foreign-owned entities take longer because parent documents need apostille and bank KYC is heavier. Branch and liaison offices run on the AD Bank and RBI timeline.
Common, and mostly fixable. We will review your MOA, AOA, capital structure, registrations and any unreported inbound investment, and tell you what is worth correcting and what is not.
Related
Compliance you do not have to think about.
Tell us your CIN and what you are worried about. We will tell you exactly what applies to your company.
Every filing under this service is reviewed and signed by a practising Company Secretary or Chartered Accountant engaged on your account.
