Private Limited Company Registration for NRIs and Foreign Nationals in India
NRIs and foreign nationals can be directors and shareholders of an Indian Private Limited company, but at least one director must be a resident (182+ days in India in the previous year). Foreign investment is reported to RBI within 30 days of allotment, and documents signed abroad need notarisation or apostille. Shunya's professional fee is a flat ₹1,999, online.
Can an NRI or foreign national register a Private Limited company in India?
Yes, an NRI or a foreign national can be a director and a shareholder in an Indian Private Limited company, as long as the company has at least one resident director and the business is in a sector open to foreign investment. Say Karan, an NRI engineer in Singapore, wants to start an export-services company with his cousin Pooja, who lives in Pune. They can do this, and Pooja can serve as the resident director.
There is no separate "NRI company" form. The company is an ordinary Private Limited company with 2 to 15 directors and 2 to 200 shareholders, registered through the MCA (Ministry of Corporate Affairs) SPICe+ form (Simplified Proforma for Incorporating Company Electronically Plus). What changes for you is the paperwork you sign abroad, the RBI reporting after money comes in, and the sector rules.
No minimum paid-up capital is required. Our Private Limited registration page explains the standard process, and this guide covers what is different when someone is outside India.
What stays the same for everyone
- Every director needs a DIN (Director Identification Number) and a Class 3 DSC (Digital Signature Certificate).
- The company needs a registered office in India with address proof.
- The Memorandum and Articles must be signed by every subscriber.
What is the resident director requirement for an NRI-led company?
Every Indian company must have at least one director who has stayed in India for 182 days or more in the previous year, under section 149(3) of the Companies Act, 2013. An NRI who lives abroad cannot satisfy this test, so an NRI-led company needs a co-director who is resident in India.
The 182 days are counted in aggregate, not as one continuous stay. Sources differ on whether the count uses the previous financial year or the previous calendar year, so ask your CA to confirm the reading being applied. For a newly incorporated company, the requirement is applied proportionately in the first financial year; check the specifics for your case.
Who can be your resident director?
- A trusted co-founder or family member who lives in India.
- An Indian professional or nominee willing to take on a director's legal liabilities.
- An NRI who spends enough time in India each year to cross 182 days.
Be careful about treating this as a formality. A resident director signs filings, can be held liable for defaults and must be reachable by the ROC (Registrar of Companies). Choose someone you trust and put your expectations in writing. If you want to keep full control while abroad, the Indian subsidiary route may fit better, as covered below.
How much foreign shareholding is allowed, and what must you report?
Foreign investment up to 100% is generally allowed in a Private Limited company under the automatic route, with exceptions for prohibited sectors, sectors with a cap, and cases that need government approval. Investors from, or with beneficial owners in, countries that share a land border with India face additional approval rules, so ask your CA to check your investor's profile before you commit.
Whether an activity is open to foreign investment depends on the sector. Retail, media, financial services, defence and several others carry conditions. This guide keeps sector rules general on purpose; your CA should check the current FDI policy for your specific business line before incorporating.
Reporting after allotment: FC-GPR
Each allotment of equity shares, CCPS or convertible debentures to a non-resident must be reported within 30 days of the allotment. This is done through your Authorised Dealer bank on the RBI's FIRMS portal (Foreign Investment Reporting and Management System) using the Single Master Form, under the FEMA Non-Debt Instruments Rules, 2019. The older name for this filing is Form FC-GPR.
Late reporting attracts a late submission fee under RBI's rules, so put the 30-day date in your calendar as soon as money is received and shares are allotted. Share application money must come in through banking channels, and pricing and valuation rules apply to shares issued to non-residents. Ask your CA how these work for your round before any money moves.
Request a free callback and a CA will check your resident director, sector and paperwork route.
Start Private Limited registration →Which documents from abroad must be notarised or apostilled?
Foreign individuals who sign the Memorandum and Articles must sign them manually, and their identity documents and signatures must be notarised, apostilled or consularised, depending on the country where they sign. The table shows the general position under MCA guidance; your CA confirms the rule for your country.
| Where the document is signed | What is needed |
|---|---|
| Commonwealth country | Notarisation by a notary public |
| Country party to the Hague Apostille Convention | Notarisation plus an apostille |
| Any other country | Notarisation plus attestation by the Indian embassy or consulate |
What usually needs this treatment
- Proof of identity, such as the passport.
- Proof of address.
- The MOA and AOA signed abroad.
- The certificate of incorporation of any foreign company that is a subscriber.
- Any other document executed outside India.
Foreign nationals also need to show a valid business visa or OCI (Overseas Citizen of India) proof where the form requires it. Because of these attachments, the SPICe+ filing is made with the signed documents uploaded, rather than using the automatic electronic MOA and AOA route.
Plan for courier time and for the notary or apostille office's turnaround. Small errors here, such as a signature that does not match the passport, are one of the most common reasons for resubmission. Our documents required guide has the full checklist for resident directors.
How does being abroad affect the timeline?
Documents signed abroad add days before the filing can start, but they do not change how long the filing itself takes once documents are complete. Shunya's standard turnaround is 7-10 working days, and that clock is measured from complete documents, not from the day you first speak to a CA.
If incorporation takes longer than 15 working days from the date you submit complete documents, the professional fee is waived. Time spent waiting for your notarised or apostilled originals to reach India is not part of that period, so getting the papers right matters.
- Speak to a CA and confirm your director and shareholder setup, sector and capital.
- Share scanned passports and address proofs, and confirm which country's notarisation route applies.
- Sign the Memorandum and Articles, then notarise or apostille them as advised.
- Courier the originals to India, or as your CA advises.
- Your CA files SPICe+ with AGILE-PRO-S for PAN and TAN, and handles any ROC queries.
Read the process and timeline guide for what happens at each stage. Companies with foreign shareholders should also note that the first FC-GPR reporting comes after incorporation, once shares are allotted and funds are received.
When is an Indian subsidiary a better route than an NRI-owned Private Limited?
An Indian subsidiary fits when the shareholder is a foreign company rather than an individual. An NRI or foreign individual usually registers a Private Limited company directly, while a foreign business with its own overseas entity usually sets up a subsidiary held by that entity.
Suppose a Singapore company wants to serve Indian customers. Its owner does not want to appear as a personal shareholder; the parent company holds the shares instead, with a second shareholder or nominee to meet the two-member minimum. That is a subsidiary, and it brings other choices, such as which entity signs the Memorandum and how the foreign parent's own documents are apostilled.
Quick guide to choosing
- Individual NRI or foreign founder: direct Private Limited company with a resident director.
- Foreign company entering India: Indian subsidiary, structured with the parent as shareholder.
- Only earning from India-based services, no investor: ask your CA whether a different structure is simpler.
The Indian subsidiary registration page explains that route, and the structure comparison covers LLP and OPC. Note that an OPC requires an Indian citizen who is resident in India, so it does not suit NRIs.
What should you ask a CA before starting?
Before you begin, ask your CA six things about your specific case, because the answers decide cost, timing and compliance. Write the questions down and get answers in writing.
- Is my business activity open to foreign investment under the automatic route, and is any approval needed for my investor's country?
- Who will be the resident director, and how do we document their role?
- Which notarisation or apostille route applies to each person signing abroad?
- How will foreign funds come in, how will shares be priced, and who files the 30-day reporting on FIRMS?
- What ongoing compliance applies after incorporation, and who handles it? See our post-incorporation compliance guide.
- What tax residency and reporting obligations does each foreign shareholder have at home?
Shunya's ₹1,999 professional fee covers the incorporation work: a practising Chartered Accountant verifies documents, checks name availability, obtains DSC and DIN, prepares the MOA and AOA, files SPICe+ with AGILE-PRO-S for PAN and TAN, and handles ROC queries. FEMA reporting, tax advice for foreign shareholders and other services are not part of that fee. Ask on the free callback whether they can be arranged, and at what cost, before you pay.
Government fees and state stamp duty are billed separately at actual cost, confirmed for your state and capital before you pay anything beyond the professional fee.
Can an NRI be a director of a Private Limited company in India?
Yes. An NRI can be a director and shareholder, but the company must have at least one director who stayed in India for 182 days or more in the previous year. The NRI needs a DIN and a Class 3 DSC, and the resident director must be someone trusted.
Is 100% foreign shareholding allowed in a Private Limited company?
In most sectors, yes, under the automatic route. Prohibited sectors, sectors with caps and investors linked to land-border countries face extra rules or approvals. Because the answer depends on your business line and investor profile, ask a CA to check the current FDI policy before you incorporate.
What is FC-GPR and when is it due?
FC-GPR is the report of shares allotted to a non-resident investor. It must be filed within 30 days of allotment through your Authorised Dealer bank on the RBI's FIRMS portal. Late filing attracts a late submission fee, so diarise the date as soon as shares are allotted.
Do documents signed abroad need notarisation or apostille?
Yes, for foreign individual subscribers and directors. Depending on the country, the documents need a notary, plus either an apostille or consular attestation. Passport copies, address proof and the signed MOA and AOA are typical examples. Your CA confirms the correct route for your country.
Does incorporation take longer if a director lives abroad?
The filing takes the same time once documents are complete, but courier and notarisation time add days beforehand. Shunya's standard turnaround is 7-10 working days, and the professional fee is waived if it takes over 15 working days from complete documents.
When should a foreign company use a subsidiary instead of a direct Private Limited?
Use a subsidiary when the shareholder is a foreign company rather than an individual. The parent holds the shares, with a second shareholder or nominee to meet the two-member minimum. Individuals usually register a direct Private Limited company. Your CA can structure either route.
This article is for general information only. For your specific situation, consult a practicing CA.
Ready to register your Private Limited?
Request a free callback or pay the ₹1,999 professional fee online and a CA starts your filing. Government fees and stamp duty are billed separately at actual cost.
Professional fee ₹1,999. Government fees and state stamp duty are billed separately. Turnaround is 7–10 working days; the professional fee is waived if it takes longer than 15 working days from the date you submit complete documents.