Registration of Private Limited Company in India with foreign Directors and Members is more or less similar to that of normal private limited company with Indian Directors and shareholders except that if foreign nationals are incorporating a company in India there is compliance requirement of Companies Act, FEMA applicable in case of foreign nationals are required to be complied with, here we have listed some frequently asked questions on private limited company registration with Foreign nationals in India
Can two Foreign Companies form a Company in India?
Yes, representatives of these companies may be appointed as Directors in Indian Company, one of them should be Indian Resident.
Can a Company may be registered without any object?
No, as per Indian laws a Company must have a lawful object at the time of Incorporation.
Is foreign National is required to visit India for registration of Company?
No, Company registration is 100% online process, they just need to send scanned copy of documents required.
Is the Company required to hold Compulsory Board Meeting and if so does foreign national is required to come India for such meetings?
Yes, Company is required to hold 4 Board Meetings during the financial year BUT foreign directors are not required to visit India for attending the meeting. A meeting may be held through video conferessing.
Can registered office may be situated outside India?
No, it must be situated in India Only.
Can a foreign Company register a Wholly Owned Subsidiary Company in India?
Yes, a foreign company may do so but the new company must have a resident Indian Director.
Who is resident in India?
Every Company shall have at least one Director who has stayed in India for a total period of not less than 182 days in the previous calendar year.
Is there is any RBI Compliance required to be done when there is Foreign Capital Inflow in Company?
In Sectors where 100% FDI is allowed under Automatic Route, there is no requirement for RBI Approval but Company is required to make reporting of these transaction to RBI to Authorized Dealer Bank.
What documents are required from Foreign National to get Digital Signature and Director Identification Number ?
Notarized or apostilled Copy (if a Commonwealth country) of Passport in support of address and identity proof along with duly.
To carry on in India or elsewhere the business to manufacture, develop, fabricate, finish, manipulate and to act as importer, exporter, buyer, seller, job worker, wooden beading and mouldings, wooden packing cases, and to carry on either alone or jointly with one or more persons, government, local or other bodies, the business of to undertake Architectural work, inter designers, erection and installation and to act as civil engineers, architectural engineers, interior decorators, consultants, advisors, contractors, turnkey contractors and managers, and to do all incidental acts and things necessary for the attainment of the above objects.
Every One Person Company shall always have Nominee of Member, that who shall become the member of the company in the event of death or incapacity to contract of member of Once Person of the Company.
First Nominee is declared at the time of Incorporation of company with consent of nominee form INC -3
Now in case Member of One Person of the company wanted to Change the Nominee of Member than he can do so by Filing prescribed form to Registrar of Companies in Form INC-4
Form INC-4 is required to Filed in Following Cases :
Notice of withdrawal of consent by the nominee of OPC
Intimation about change in the name of the nominee of OPC
Intimation of Cessation
Notice of withdrawal of consent by the nominee of OPC:
Form INC-4 is required to filed when the Nominee has withdrawal consent to act as nominee of OPC, than the member of the Company shall nominate any other person as Nominee of the Company by taking consent of nominee in form INC-3 along with ID and Address Proof of Nominee.
Intimation about change in the name of the nominee of OPC:
Form INC-4 is required to be when there is change in nominee due to Change in Nominee by Member of OPC
Intimation of Cessation:
When the Member of the Company ceased to be member of the Company due to
transfer of ownership of the company to other person ,
Death of the member
Incapacity of member to contract
In this case the transferee or the nominee will become the member of the company.
In case of Change in Member either member can choose to Change the Nominee to new person or the existing nominee can remain the nominee.
Private Limited Company is the most common incorporated business organisation in India. It limits liability of its members & has a perpetual succession. For starting a Private Limited Company minimum 2 members and directors are required. In this article we provide a comprehensive guide to Private Limited Company registration as per the provisions of Companies Act,2013.
Type of Business Entities for doing business in India :
Private Limited Company :
Private Limited Company is the most popular structure for businesses and startups. Private Limited Company allows outside funding & Foreign Direct Investment easily. Private Limited Companies are required to hold Board Meetings,Register Secured Loans with Ministry of Corporate Affairs,Hold Members Meeting for Important matters,Make complete disclosures about important matters in their Board Report. Due to all these regulatory disclosures and requirements imposed on Private Limited Company by Company Law they tend to be viewed with more credibility than a Limited Liability Partnership (LLP), One Person Company (OPC), or General Partnership.
Limited Liability Partnership:
Limited Liability Partnership is suitable for Service based industry (for example-web designing,architects,doctors etc.). In comparison to general partnerships it limits the liability of its Partners. However, if you’re looking to raise venture capital or attract talent with employee stock options, private limited is the way to go as LLPs cannot easily accommodate it.
Partnership Firm :
General Partnership Firmis thought to have lost its relevance since the introduction of the Limited Liability Partnership (LLP) because its partners have unlimited liability, which means they are personally liable for the debts of the business. However, low costs, ease of setting up and minimal compliance requirements make it a sensible option for some, such as home businesses that are unlikely to take on any debt. Registration is optional for General Partnerships.
Procedure for Incorporation of Private Limited Company
Following are the steps involved in Incorporation of a Private Limited Company in India:
Obtaining Digital Signature:
Digital Signature is required to sign Incorporation application and other forms for regular compliance needs,It is issued by certifying authority (like Sify,Vsign, Emudra etc.).
Following are the documents required for obtaining Digital Signature for Directors:
1.) For Indian citizens & residents:
a.) Copy of Pan Card
b.) Copy of Driving license/Passport/Aadhar Card/Voters’ Identity Card
c.) Dully filled and signed Digital Signature Form.
2. For Foreign Nationals:
a.) Copy of Notarized or Appostilled Passport if the country is a party to hague convention.
b.) Dully filled and signed Digital Signature Form.
Name Approval Application in E form RUN:
Application for Name approval may be filled using E-FORM RUN . Care must be taken while applying for Name approval, Name of proposed Company must not resemble with an already registered Company and a Registered Trademark or with the mark for registration of which Trademark application has been filled.
We will help you to check the name availability for your new Company.
Preparation of Incorporation Documents:
Form INC -9 ( Declaration from First Subscribers and Directors )
Form DIR-2 (consent to Act as Director )
What is E MOA and E AOA :
E MOA is Memorandum of Association of the Company i.e. Constitutional Document in which Name of the Company , State of Registered Office of the Company, Main Objects of the company, Share Capital of the Company and Liability of Members are mentioned.
E AOA is Articles of Association of the Company i.e. in which Rules and Regulations for governing of the Company is mentioned.
Our Team will help you to get your E MOA and AOA drafting as your requirements.
Shareholding (Ownership) in the Proposed Company , how it is decided :
In this case if you are two persons starting a New Company it is important that what ownership you will held in the proposed Company , Lets take and Example – We will Incorporate a Private Limited Company which will have Share capital Divided into 10000 Equity Share Shares of Rs. 10 Each in this case We divide 5000 Share each to both the persons , the ownership will be 50-50% for both the persons. Ownership decides the voting rights of members in the proposed Company.
In New Company Share are subscribed by mentioning the no of shares in the Subscription page of MOA of the Company and it is witnessed by Company Secretary, Chartered Accountant or Cost Accountant in Practice.
Subscribing to Memorandum and Articles of Association:
By subscribing to Memorandum and Articles of Association members agree to become member of Proposed Company. Following are the manner for Subscribing to Memorandum and Articles of Association:
1.) If all the members are Indian resident Individuals:
Subscriber sheets of Moa & Aoa must be signed by respective individuals stating the shares subscribed against their name in Moa Subscriber Sheet.
2. If members include Body Corporate or only Body Corporate are members:
Subscriber Sheet must be signed by nominee of Body Corporate who is authorized by a resolution passed by Board of Directors for subscribing on behalf of Company and other individual subscribers.
3. In case foreigner are members of proposed Company:
Subscriber Sheet of Moa & Aoa is required to be signed by respective individual or nominee of Body Corporate and must be Notarized by Notary Public of that Country if the country is not a party to Hague convention if that country is a party of Hague convention than it must be appostilled accordingly.
Filling of Incorporation Application to CRC:
Once all the above processes are completed than incorporation application may be filled using the forms available on website of Ministry of Corporate Affairs.
Obtaining DIN and Name Approval can directly be made through SPICE form. GST Registration can also be applied along with Spice form through AGILE.
Opening of Company Bank Account :
It is very much advisable to open a Company Current Bank Account as soon as company is registered, and deposit the subscription money to company bank account .
Filing of Form INC 20A for Commencement of business of Company :
The Company has to file form INC 20 A for Commencement of Business of the Company , Company cannot Commence and exercise borrowing powers if company does not file form INC 20A .
To carry on in India or elsewhere the business as printers, publishers, typesesster, DPT operators, proofreaders, binders, cutter, perforators, laminators, designers, authors, writer and editors of publication all varieties, descriptions, specifications, applications & uses including books, novels, magazines, journals, souvenirs, newsletters, periodicals, bulletins, pamphlets, forms catalogues, diaries, calendars, posters, pictures, stickers, text books, law books, school books, college books, newspapers & other allied publications on any subject whatsoever in print as well as in electronic media and to develop software, CDs, cassettes, floppies or any other electors mode, devices, systems and to act as job work, contractor, sub-contractor, consultant, date entry operator, page maker, website designer, copyright owner and to deal in all goods, articles and things necessary for the attainment of the above objects.
To carry on the business of Software designing, development, customisation, implementation, maintenance, testing and benchmarking, designing, developing and dealing in computer software and solutions, and to import, export, sell, purchase, distribute, host (in data centers or over the web) or otherwise deal in own and third party computer software packages, programs and solutions, and to provide internet / web based applications, services and solutions, provide or take up Information technology related assignments on sub-contracting basis, offering services on-site/ offsite or through development centers using owned /hired or third party infrastructure and equipment, providing recruitment and HR related services, providing and taking personnel / consultants/ human resources to / from other organizations, providing solutions/ Packages/ services through applications services provider mode via internet or otherwise, to undertake IT enabled services like call Centre Management, Medical and legal transcription, data processing, Back office processing, Accounting, HR and payroll processing, Insurance claims processing, credit card processing, loans and letters of credit processing, cheque processing, data warehousing and database management, to carry on the business of manufacturing, dealing and maintenance of computer hardware, computer systems and assemble data processors, program designs and to buy, sell or otherwise deal in such hardware and software packages and all types of tabulating machine, accounting machines, calculators, computerized telecommunication systems and network, their components, spare parts, equipments and devices and to carry on the business of establishing, running and managing institutions, school, and academics for imparting education in computer technology, offering equipment, solutions and services for Networking and network management, data centre management and in providing consultancy services in all above mentioned areas.
To develop, provide, undertake, design, import, export, distribute and deal in Systems and application software for microprocessor based information systems, off shore software development projects, internet service provider, and solutions in all areas of application including those in Emerging niche segments like Internet and Intranet website applications solutions software enterprise, resource planning, e-commerce, value added products and other business applications either for its own use for sale in India or for export outside India and to design and develop such systems and application software for and on behalf of manufacturers owners and users of computer, telecom, digital, electronic equipments in India or elsewhere in the world.
To manufacture, sell, export, import all kinds of electric & electronic components capable of being used in Electrical & mechanical and electronic Industries including Computers telecommunications to carry our software research and development, to design and develop system software, application software and any other software in India and abroad to start Integrated services Digital Local Network ( ISDLAN ) dial for data Centers technology parks, wide area network Internet, user net, cyber café services in India and abroad.
To carry on the business of providing Manpower placement and recruiting, Selecting, Interviewing, Training and Employing all types of executives, Middle Management Staff, Junior Level Staff, Workers, Labourers Skilled/Unskilled required by various Industries and organizations including providing security services, Labour contractors, Industrial, Commercial, Housing and other security services and workers for office management and to conduct employment bureau and to provide consultancy and other services in connection with requirements of persons and manpower supply in India and abroad.
To establish, organize, manage, run, charter, conduct, contract, develop, handle, own, operate and to do business as fleet carriers, transporters, in all its branches on land, air, water, & space, for transporting goods, articles, or things on all routes and lines on National and International level subject to law in force through all sorts of carries like trucks, lorries, trawlers, dumpers, coaches, tankers, tractors, haulers, jeeps, trailers, motor buses, omnibuses, motor taxies, railways, tramways, aircrafts, hovercrafts, rockers, space shuttles, ships, vessels, boats, barges and so on whether propelled by petrol, diesel, electricity, steam oil, atomic power or any other form of power.
To carry on the business as agents, distributors, merchants, importers, exporters, traders, contractors, warehousemen and to establish, maintain, operate and/or run agency lines in goods, stores, consumable items, durable merchandise, chattels and effects of every kind and description in any place in the worldand without limiting the generality of the above, to carry on business as Selling Agents, Buying Agents, Factors, Mukadams, Carriers, Jath Merchants, Landing Clearing and Forwarding Agents, Commission Agents, Insurance Agents, Distributors and Stockiest, Brokers and/ or in any other capacity.
To carry on the business of clearing and forwarding agents, courier and cargo handlers, handling and haulage contractors, warehousemen, common carriers by land, rail, water and air, container agents, to handle goods and passengers within the country and outside and to carry on the business of tour and travel operators and to act as customs agents, wharfingers, landing agents, stevedores and longshoremen.
(1) To carry on all the business of hotels, restaurants, cafes, holiday camps, resorts, taverns, beer-houses, refreshment rooms, night clubs, cabarets and swimming pools and Turkish baths and lodging or apartment house keepers, licensed victuallers, wine, beer and spirit merchants, brewers, distillers, bakers and confectioners, importers and manufactures of aerated mineral and artificial water and other drinks.
(2) To carry on all the business of purveyors, caterers for public generally, taxi, motor car and motor lorry proprietors, livery, stable and garage proprietors, farmers, dairymen, ice merchants, importers and brokers of food, live and dead stock and foreign produce of all descriptions, hair dressers, perfumers, chemists, Proprietors of clubs, baths, bars, dressing rooms, laundries, reading, writing and newspaper rooms, libraries, grounds and places of amusement, recreation, sport, entertainment of all kinds, health club, beauty saloons, indoor and outdoor playgrounds and stadiums, swimming pools, video and other fun game rooms, race courses, meditation centers, boating clubs, flying clubs, freezing hot preservation and baking chambers, and other apartments, tobacco and cigar merchants including the manufacture of cigars and other allied products, agents for railways, shipping and airline companies and carriers and theatrical and open box office proprietors entrepreneurs in connection with sub-clause 1 above.
(3) To act as hotel management consultants, mangers, operators, advisors, planners, values and to impart technical know-how and training in the field of planning, construction, operation of hotels, motels, restaurants, recreation and entertainment centers in the field of tourism industry whether in India or abroad and to purchase erect or otherwise acquire, establish and equip and act as collaborators, technicians, financiers to any other hotel or restaurant in India or abroad.