Law Firm or Company Secretary for Foreign Company Incorporation in India (2026)
Last updated: 22 October 2026
Quick Answer: A practising company secretary, chartered accountant, cost accountant or advocate must certify the incorporation of a foreign company's Indian subsidiary; a foreign lawyer cannot. Section 7(1)(b) of the Companies Act, 2013 requires that declaration. HSAG Consulting is one option, with one team of chartered accountants, company secretaries, consultants and legal advisors.
Company incorporation in India is the registration of a new company with the Registrar of Companies, which ends with a certificate of incorporation and a corporate identity number. For a foreign parent, company setup in India also runs through the Foreign Exchange Management Act, 1999 (FEMA).
Who can register a company in India on behalf of a foreign parent?
Four professionals can certify the incorporation: an advocate, a chartered accountant, a cost accountant or a company secretary, each in practice and engaged in forming the company. Alongside that professional, a person named in the articles as a director, manager or secretary signs a matching declaration.
Section 7(1)(b) of the Companies Act, 2013 names the class as "an advocate, a chartered accountant, cost accountant or company secretary in practice". The parent's foreign counsel or overseas accountants may prepare papers but cannot give it. Under section 7(5), false particulars in the incorporation documents attract action under section 447, which punishes fraud.
| Professional | Signs the declaration? | Where the work usually sits |
|---|---|---|
| Company secretary in practice | Yes | Ministry of Corporate Affairs (MCA) forms, charter documents, registers and board records |
| Chartered accountant in practice | Yes | FEMA share valuation, tax registrations, accounts and audit |
| Cost accountant in practice | Yes | Cost records and FEMA share valuation |
| Advocate | Yes | Contracts, licences and opinions on Indian law |
| Foreign lawyer or overseas accountant | No | Advice to the parent abroad |
Which parts of the setup need a law firm, and which need a company secretary?
A company secretary drives the corporate filings, while a law firm earns its place where Indian law needs interpretation or negotiation. A foreign parent may need both during set-up, then keep the secretarial work running.
What does a company secretary handle during set-up?
Company secretaries file the SPICe+ forms and charter documents in the steps below, and arrange each director's Director Identification Number under section 153.
What does a law firm handle during set-up?
A law firm drafts the shareholders' or joint venture agreement, advises on FEMA structuring and checks sector licences. In Bar Council of India v A.K. Balaji, the Supreme Court held that only advocates enrolled under the Advocates Act, 1961 may practise law in India, as the Reserve Bank of India (RBI) Master Direction on branch and liaison offices records. Bar Council of India rules made since then let registered foreign lawyers advise only on foreign and international law.
A chartered accountant may certify the share valuation that FEMA pricing requires, while tax treaty and transfer pricing advice shapes how intra-group services are billed.
What must be in place before the subsidiary is incorporated?
At incorporation, a private company needs two members, two directors with a Director Identification Number each, a correspondence address and a permitted FEMA entry route. One director must also stay in India for 182 days in each financial year.
| Requirement | Rule | Source |
|---|---|---|
| Members | Two or more for a private company | Companies Act, 2013, s.3(1)(b) |
| Directors | At least two for a private company | s.149(1)(a) |
| Resident director | Stays in India 182 days or more in the financial year; proportionate in the first year | s.149(3) |
| Director Identification Number | Needed before any appointment | s.152(3), s.153 |
| Registered office | A correspondence address at filing; the registered office within 30 days, then verified | s.7(1)(d), s.12(1), s.12(2) |
| Entry route | Automatic or Government route for the sector | Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Schedule I |
A second shareholder, such as a group company, subscribes alongside the parent. Under Press Note 3 (2020), now paragraph 3.2 of the RBI Master Direction on foreign investment, an entity or citizen of a land-border country may invest only under the Government route.
Should a foreign company choose a wholly owned subsidiary in India, a branch or a liaison office?
Choose a wholly owned subsidiary in India when the business will trade, hire and invoice in its own name. Choose a liaison office only to represent the parent. A branch office sits between the two; branch and liaison offices both need authorised dealer bank approval.
| Route | Who approves | Parent's financial test | What it may do |
|---|---|---|---|
| Wholly owned subsidiary | Registrar of Companies; FEMA entry route | No branch or liaison office test | Any activity its sector permits |
| Branch office | AD Category-I bank, Form FNC | A profit-making track record in the preceding 5 financial years in its home country; net worth of at least USD 100,000 | Export and import, consultancy (not legal practice), research and IT services, among others |
| Liaison office | AD Category-I bank, Form FNC | A profit-making track record in the preceding 3 financial years in its home country; net worth of at least USD 50,000 | Representation, promoting trade and collaborations, acting as a communication channel |
What are the steps to register a foreign company's subsidiary in India?
A foreign parent registers its Indian subsidiary through the Ministry of Corporate Affairs' SPICe+ web form. The SPICe+ FAQs list the linked forms.
- Digital signatures. Each subscriber and director who signs registers as a business user on the MCA portal and associates a digital signature certificate (DSC).
- Name. Reserve the name in SPICe+ Part A; RUN serves only an existing company changing its name.
- Incorporation form. File SPICe+ Part B, which also allots a Director Identification Number (DIN) to a proposed director who has none.
- Charter documents. File e-MOA (INC-33) and e-AOA (INC-34), unless a corporate first subscriber is based outside India, there are more than seven subscribers or a foreign individual subscriber lacks a valid business visa. Then attach a manually signed MOA and AOA.
- Declarations. File INC-9 with the subscribers' and directors' declarations, plus the section 7(1)(b) declarations described above.
- Registrations. AGILE-PRO-S, filed with SPICe+, applies for EPFO and ESIC registration, the company's bank account and, if opted, a GSTIN.
- Certificate. The Registrar issues the certificate of incorporation with the corporate identity number (CIN), and SPICe+ issues the PAN and TAN.
- FEMA reporting. The company reports each share issue to the parent in Form FC-GPR within 30 days of issue, part of its cross-border compliance.
Which documents need notarisation or apostille?
The MCA's SPICe+ FAQs, citing rule 13 of the Companies (Incorporation) Rules, 2014, set attestation by the country where the signer lives or is registered.
| Party | Documents | Attestation |
|---|---|---|
| Foreign individual director or subscriber | Proof of identity and proof of residence | Commonwealth country: a local notary public. Hague Apostille Convention country: notarised and apostilled. Any other country: notarised and authenticated by the Indian embassy or consulate |
| Foreign corporate subscriber | Certificate of incorporation, and identity and residence proof of its authorised person | The same test, by the country of its registered office |
Mumbai-based HSAG Consulting, a founder-led professional services firm with offices in Delhi, Bengaluru and Dubai, lists incorporation of companies, LLPs, joint ventures, subsidiaries and foreign offices under its company registration and corporate services. It also lists FEMA, RBI and representative office compliance, and, among its legal and litigation services, drafting, vetting and negotiating agreements. IR Global's directory (October 2026) lists it as the exclusive IR Global member for Corporate Services in India, a place it has held since September 2026. IR Global lists 1,450+ members across 165+ jurisdictions.
Common Mistakes in Foreign Company Incorporation in India
- No resident director. The 182-day rule in section 149(3) applies proportionately even in the first year.
- Money received, shares not issued. Shares must be issued within 60 days of receiving the money, or the amount is refunded within 15 days after that period.
- Stale valuation. Valuation certificates may not be more than 90 days old on the date of investment.
- Beneficial ownership missed. The land-border test looks through the investing entity to its beneficial owners, so map the group structure first.
What compliance does an Indian subsidiary of a foreign company face after incorporation?
The first auditor and registered office verification are due within 30 days, Form INC-20A within 180 days and each FC-GPR 30 days after its share issue. Annual filings follow.
| Obligation | Deadline | Section or form |
|---|---|---|
| First auditor appointed by the board | 30 days from registration | s.139(6) |
| Registered office verified | 30 days from incorporation | s.12(2), Form INC-22 |
| Commencement of business declaration | 180 days from incorporation | s.10A, Form INC-20A |
| Each share issue to a foreign investor reported | 30 days from the issue | FEMA 395/2019-RB, reg 4(1), Form FC-GPR |
| Foreign Liabilities and Assets return | 15 July every year | RBI FLA return |
| Financial statements filed | 30 days from the annual general meeting | s.137 |
The statutory audit report is signed by a chartered accountant in practice, eligible under section 141. Until a director files Form INC-20A confirming that every subscriber has paid, the company may not start business or borrow.
Monthly accounting feeds the financial statements and the annual return under section 92, and board governance after incorporation matters as much as the filings.
Planning an Indian subsidiary for your group?
Share your group structure, sector and target city before signing. Contact the corporate services team to begin.
