Setting Up a Company in India: Legal Checklist for 2025

1. Introduction

India continues to attract foreign investors. FDI equity inflows surpassed USD 46 billion in 2023–24. As a result, setting up a company in India has become especially popular among investors from the U.S., U.K., UAE, and Singapore.

But entering the Indian market in 2025 requires more than business intent—it demands legal precision.

Foreign nationals and entities must comply with key legislations such as the Foreign Exchange Management Act (FEMA), 1999, the Companies Act, 2013, and the FDI Policy 2020 issued by the Department for Promotion of Industry and Internal Trade (DPIIT).

Non-resident companies must appoint at least one Indian-resident director under Section 149. They also need to ensure capital inflow complies with Rule 23 of FEMA and secure sector-specific FDI approvals when required.

At Ahlawat & Associates, we’ve guided over 100 global clients through these regulations—ensuring timely approvals, compliant shareholding structures, and risk-free operations from day one. Our goal is to help foreign promoters set up legally sound businesses in India without costly delays or regulatory violations.

2. Legal Structure: Entity Types Allowed for Non-Residents

Foreign promoters setting up a company in India must first choose the right legal structure, as not all are open to non-residents.

The most preferred route is a Private Limited Company. It requires a minimum of two shareholders—who may be foreign individuals or corporate entities—and at least one director who is an Indian resident, as per Section 149(3) of the Companies Act, 2013.

Alternatively, a Limited Liability Partnership (LLP) can be chosen. However, prior RBI approval is required if foreign nationals or companies control or own it. It is governed by the LLP Act, 2008 and FEMA (Non-Debt Instruments) Rules, 2019.

Branch Offices and Liaison Offices need prior permission from the RBI under FEMA regulations and are restricted in terms of commercial operations.

📌 Legal Tip: Foreign entities are not allowed to form sole proprietorships or traditional partnerships under Indian law when setting up business in India.

3. FDI Entry Route & Sector-Specific Caps

Foreign investors looking at setting up a company in India must carefully navigate the FDI entry routes under FEMA and the consolidated FDI Policy. Sectors like IT services, B2B e-commerce, and manufacturing permit up to 100% foreign direct investment under the automatic route, meaning no prior government approval is needed.

However, sensitive sectors require approvals. For example:

• Defence manufacturing: up to 74% via the automatic route; beyond that, government approval is mandatory.
• Print media: capped at 26% under the government route.
• Multi-brand retail: limited to 51%, with additional state-specific conditions.

Post-investment compliance is critical. As per FEMA Rule 23, Issue shares within 60 days of receiving foreign funds. Then, file Form FC-GPR on the RBI’s FIRMS portal within 30 days of allotment.

Failure to follow these timelines can lead to penalties and investor scrutiny—issues Ahlawat & Associates helps international clients avoid with tailored legal support.

4. Company Incorporation Process: MCA Requirements

Setting up a company in India begins with the Ministry of Corporate Affairs (MCA) through the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form. This integrated form covers name reservation (Part A) and incorporation, PAN, TAN, GST, ESIC, and EPFO registrations (Part B)—making it a one-stop solution for starting a business.

Foreign promoters must first obtain a Digital Signature Certificate (DSC) for all proposed directors, followed by a Director Identification Number (DIN) as per Section 153 of the Companies Act, 2013.

Key documents include:

• Notarised and apostilled passport copies of all foreign directors
• Board resolution if a foreign company is the shareholder
• Proof of registered office address in India

Legal tip: Ensure all foreign documents are apostilled in the country of origin, as required under the Hague Convention.

Ahlawat & Associates helps foreign clients fast-track these formalities while ensuring full legal compliance in setting up business in India.

5. Statutory & Regulatory Registrations

Once your company is incorporated, securing key statutory registrations is essential to legally start business in India. Missing these can delay operations or lead to penalties.

• GSTIN (Goods and Services Tax Identification Number): Mandatory if your annual turnover exceeds ₹20 lakh or you supply goods/services across states. As per Section 22 of the CGST Act, registration is compulsory even for foreign companies conducting e-commerce in India.
• Import Export Code (IEC): Required for any business involved in cross-border trade. Issued by the Director General of Foreign Trade (DGFT), it is mandatory before customs clearance or bank remittances involving imports or exports.
• Startup India DPIIT Recognition: Not mandatory, but useful for tech-driven or IP-heavy ventures. Recognition offers benefits like IPR fast-tracking, income tax exemptions under Section 80-IAC, and easier compliance.

Ahlawat & Associates assists foreign clients with seamless application, documentation, and liaison support for these registrations while setting up a company in India.

8. Post-Incorporation Legal Obligations

Once your company is incorporated in India, timely compliance with post-incorporation requirements is critical to avoid penalties and maintain legal integrity.

• Board Meeting: Section 173 of the Companies Act, 2013 mandates that a board meeting must be held within 30 days of incorporation. This is essential for setting up foundational governance structures and ensuring smooth operations from the outset.
• Form INC-20A: Filing the Declaration of Commencement of Business (Form INC-20A) within 180 days is mandatory for private companies. This form confirms that the company has received its share capital and is ready to commence business operations.
• To ensure compliance under the Companies Act, 2013, it is essential to maintain statutory registers such as MBP-1 (Register of Interest of Directors), DIR-8 (Consent to Act as Director), and the Register of Members.
• Auditor Appointment: Appointing a statutory auditor within 30 days via Form ADT-1 is required to ensure your company’s financials are regularly audited, helping maintain transparency and trust in business dealings.

Non-compliance can lead to fines and operational delays, so it’s essential to partner with an experienced legal advisor when setting up a business in India.

10. FAQs

Foreign promoters setting up a company in India often face practical legal questions. Here’s what you must know:

Q1. Can a non-resident be the sole shareholder?
Yes. Under the Companies Act, 2013, a foreign national or entity can hold 100% equity, subject to sector-specific FDI rules. No Indian shareholder is legally required unless restricted by the sectoral cap.

Q2. Is Indian residency required for directors?
Yes. At least one director must be an Indian resident—i.e., stay in India for at least 182 days in the previous financial year, as per Section 149(3).

Q3. Can foreign funds be repatriated?
Yes. Post-tax dividends, profits, and capital gains can be repatriated under FEMA, provided all filings—such as FIRC, FC-GPR, and annual returns—are complete.

Q4. Is physical presence required for incorporation?
>>> No. The process of setting up a company in India is entirely digital and can be done remotely with notarised/apostilled documents and a reliable legal partner.

11. Conclusion 

Setting up a company in India as a foreign investor involves a complex regulatory framework.

Compliance with corporate laws. Fdi regulations, fema provisions, and tax laws is crucial to avoid penalties, rbi scrutiny, and potential business disruptions.

Moreover, Foreign investors must carefully navigate sector-specific FDI caps, capital inflow documentation, and post-incorporation obligations to ensure smooth operations.

Furthermore, At Ahlawat & Associates. We specialize in guiding international clients through the legal intricacies of setting up a company in india and securing fdi approvals.

Reach out to us for comprehensive legal support in setting up business in India. Ensuring full regulatory compliance at every stage.

• Call or WhatsApp: +91-7428899979
• Visit: https://www.ahlawatassociates.com/setting-business-india
• Book a FREE consultation with our expert legal advisors!