Foreign Company

Few Words

India is a land of many opportunities, especially business opportunities. Incorporating a Company in India is one of the modes of operating business, which is advisable.

In India, Company, as a part of organization, needs registration under Indian Companies Act, 1956 (the Act). A Company can be registered as a Private Limited Company or Public Limited Company.

Documents required for Foreign Company Registration

Particulars
For Company Name Approval :
Identity Proof	PAN Card Self Attested All Directors Must
Address Proof	Any of the below documents will be required for All Directors Copy of Income Tax PAN (Permanent Account Number) of all directors / Promoters. Driving License Voter ID Adhaar Card Passport Bank Passbook Ration Card Landline Bill Credit Card Statment
Photo	Passport Size Hard Copy of all directors photos.
After Company name approval :
1.	Electricity Bill and NOC for doing business (If own premise).
2.	Rent Agreement + NOC + Electricity Bill (if rented).

All process involve these 2 section :

Simple Procedure :

Part 1 :- Incorporation of a Private Company

Part 2 :- Compliance with RBI guidelines at the time of investment in a Company

Basic Requirements :

Part 1 :

Minimum two shareholders and maximum shareholders allowed are 50.
Minimum two directors
Minimum capital required Rs. 1,00,000/-
Registration of Company’s own bye laws.

Part 2 :

Application of unique Director Identification Number (DIN) need to be made to Ministry of Corporate Affairs online for proposed Directors of the Company.

Minimum two Directors are required; therefore those individuals who will be directors of the Company will need to have Director’s Identification Numbers. Documents required are as follows :

Steps involved in the Formation of a Company having Foreign Promoters or Directors :

Sr.No.	Nationality of Directors	Document Type	Documents Required	Duration	Further Requirements
1.	INDIAN	Identity Proof	Photo Copy of Identity Proof Photo Copy of Resiential Proof PAN Card Driving License Passport Copy Election Card Electricity Bill Nationalized bank pass book	1 DAY	Any one of the documents is sufficient Clear Photo States are mendatary Document must be certified as true copy by a Practicing C.A.
		Address Proof	As Above except PAN Utility Bill latest i.e. Telephone or Electricity		Document in all details must match with the address proof provided, e.g. If the name of individual is spelt as “Omkar” then on address proof, it must spell assuch, “Onkar” is not allowed. All documents must be valid i.e. not lapsed.
		Photo	Two Self attested photograph		All documents must be valid i.e. not lapsed.
2.	FOREIGN	Identity Proof	Passport is mandatory Any other Government licence or Registration containing Photo, Name in full, Date of Birth	1 DAY	Clear Photocopies are necessary.
		Address Proof	Passport. Voter ID Card Bank Passbook/latest Statement Copy Utility Bill latest like Telephone or Electricity Driving License		Document need to be certified as true copy by Indian Consulate in country of holding company or must be appostiled. Document can be sent to us by mail for expediting the matter followed by international courier. If documents are not in English then the it’s certified translation is necessary. Photocopies of documents along with its translations both will required to be certified further by Indian consulate or appostiled as per Para 2. Document in all details must match with the Address Proof provided, e.g. If the name of individual is spelt as “Omkar” then on address proof, it must spell as such, “Onkar” is not allowed.
		Photo	Two Self attested photograph		All documents must be valid i.e. not lapsed.

Steps Involved after document verification :

Name Availibility

Drafting of Memorandum and Articles of Association

Stamping of Power of Attorney (In case of Foreign National Only)

Preparation of Incorporation documents and E-Forms

Signatures of Subscribers and Directors

On-line filing of e-forms and other registration documents, such as Power of attorney, consent letters.

Incorporation of Company

Receipt of Certificate of Incorporation by Post. (By Speed Post/online )

Apart from the above requirements, One Declaration prescribed by the Ministry ofCorporate Affairs is also required signed from the Directors :

One of the Directors must obtain Class II digital signature. Documents requirements are same as requirements for DIN. Only one Director needs to have DIN.
Application needs to be made for availability of name for the Proposed Company online to the Ministry of Corporate Affairs. If allowed by Ministry, within 60 days from the date of approval of name, a Company must be incorporated. This process is critical. Client must first inform us, name proposed for a Company. We will check from the public records of the Ministry of Corporate Affairs, whether the said name is available for the proposed Company. If the name is available, we can proceed ahead with the process of incorporation. Board resolution of the holding Company will be necessary. We will prepare a Draft and send the same for perusal and signature.
Once name is approved, memorandum and articles of association needs to be drafted. Memorandum of Association is broad guidelines, within the limits a Company must act. It can be changed from to time by obtaining shareholders approval. It contains, name of the Company, State in India where a Company will have its Registered office (It does not act as bar on the Company to operate in entire world), Object or Objects of a Company and Maximum Share Capital a Company can raise. Articles of Association govern the processes of meetings, Directors and Shareholders relations among themselves and with the Company, restrictions on Transfers, Limits on the powers of Board, things where shareholders approval is necessary, etc.

Holding Company in Foreign Country must pass a Board resolution for incorporation of Subsidiary in India. Memorandum and articles of association will require subscription by at least two of the shareholders. In this particular case it will be as follows:

Following is the example assuming Company will be incorporated with the Rs. 1, 00,000/-Capital of Rs. 10/- each, hence totaling 10,000 equity shares.

Holding Company

Shareholder :	Holding Company (Through authorized representative authorized by Board resolution of the Holding Company)
Number of Shares :	9,999.00 of Rs. 10.00 each amounting total to Rs. 99,990.00/-
Subscription Style :	Authorized representative must write Company’s name, Company’s Address, Company’s occupation as business in his own handwriting in English. Signature is necessary and in subscription of memorandum number of shares to be subscribed must be written in figure as well as in words.
Witnesses :	Witnessing needs to be done at the Indian Consulate or appostilled.

Any Other Person

Shareholder :	Any other person.
Number of Shares :	1 share of Rs. 10.00/- on behalf of holding Company.
Subscription Style :	Indian person must write his details as to name, father’s name, address and occupation in his own handwriting in English. Signature is necessary and in subscription of memorandum number of shares to be subscribed must be written in figure as well as in words.
Witnesses :	Witnessing needs to be done at the Indian Consulate or Appostilled.

One person will hold one share only in trust for the holding Company. Holding company will disclose its beneficial interest in that one share to the subsidiary company once incorporation is complete. Subsidiary company will file one form with registrar of companies disclosing beneficial interest of holding company in such one share.

After drafting memorandum and articles of association, filling of forms to Ministry of Corporate Affairs is necessary. Once forms are filed fees and stamp duty needs to be paid to the Ministry of Corporate Affairs online. Fees and stamp duty, depends on the share capital of the Company.
Satisfy to the questions of the Ministry of the Corporate Affairs on the forms filed and memorandum and articles of association. Upon satisfaction of the Ministry, Ministry issues a certificate of registration of the Company online. Certificate is a conclusive proof that the Company is incorporated.
Upon incorporation of a Company immediately, start a process of obtaining other registrations like local licenses, Income tax registrations, other required registration depending on the business of the Company.
Open a bank Account in the name of the Company.

Part 2 – Compliance with RBI guidelines at the time of investment in a Private Company

Once bank account is opened, first shareholders must bring the amount of investment in the Company’s bank Account through the proper banking channel.
The Company will obtain Foreign Inward remittance certificate from the bank. A copy of foreign inward remittance certificate needs to be filed with the Reserve Bank of India.
Once the foreign inward remittance certificate is obtained, a Certificate from the Chartered Account needs to be obtained for valuation under Discounted Cash Flow method based on future five years cash flows.
Convey board meeting, pass the resolution for allotment of shares. Issue Share certificates to the investors. Make entries in the required registers.
Obtain a certificate from a Company Secretary in Practice, that all the requirements as to Allotment of shares is done.
File form FC-GPR to the Reserve Bank of India.

The above process is for a company, who operates in sectors where FDI is permitted without any Approval. For companies operating in sector where FDI is not permitted procedure is different *Package Includes :-

Particulars	Simple	Basic	Standard	High
DIN No :				(Duration)
E-Stamp Papers :
DSC :
E-Token Pass for DSC :
Name Approval :
COI :
PAN Card :
TAN No :				(Duration)
MOA & AOA :
Common Seal :
Rubber Stamp :				(Duration)
Photo Frame :
Free ITR of Directos :
DSC Reg. with ROC :
DSC Reg. with Income TAX :
Total :	45,000.00 /INR.	50,000.00 /INR.	55,000.00 /INR.	60,000.00 /INR.

Approx. Duration for Company Incorporation = 20 Working Days, (Excluding Sat, Sun. or govt. Holidays).
*Fees to be paid upto 60 % in Cheques in favour of “BM CompTax Consultants Pvt. Ltd. “payable at New Delhi.
**Balance payment Just after Name Approval of the Company ( 40 % ) for Final Uploading.
Fees are Non-Refundable as we pay all payments in ministry and other things.
All Communication should be done on email ID, only for better Communication and transparency.
Stamps duty Vary from State to State is Payable if exceeds Rs. 500.00/-
*All Payment Should Come After Name Approval of The Company.
Service Tax Extra @ 12.36%.
Any change in law extra compliances has to be followed due to site problem or fees change contract value will be changed.
Provide us At least 2 Proposed Names with Reason.
Check in Google, MCA Portal, and Trade Mark site before selecting your Names.
Rent Agreement and NOC is to be provided immediately after Approval of Names from MCA be Clients itself.

Package Cost Separately :-

Sr.No.	Particulars	Registration Fee	Return Fee (Per Return)
1.	Sales TAX TIN No. :	10,000.00 /INR.	2,000.00 /INR. x (4 Return)
2.	Service TAX :	5,000.00 /INR.	2,000.00 /INR. x (2 Return)
3.	ISO Certification :	15,000.00 /INR.	N/A
4.	Trade Mark Application :	10,000.00 /INR.	N/A
5.	MSME (SSI) :	50,000.00 /INR.	N/A
6.	NSIC :	50,000.00 /INR.	N/A
7.	Drug License :	20,000.00 /INR.	N/A
8.	Excise Registration :	20,000.00 /INR.	5,000.00 /INR.
9.	PF & ESI Registration :	25,000.00 /INR.	5,000.00 /INR.

Requirements for a Company :

PAN Card and Income Tax Return
Auditing & RoC -P&L and Balance Sheet and auditing as per I.Tax Act & Annual filing of RoC.
TDS Registration, Monthly deposit, TDS Returns Quarterly, Assessment and other correspondence with the department, Issue of TDS certificates.
Sales Tax Registration under VAT and CST, Tax deposit, Quarterly Returns, Assessment and other correspondence with the department.
Service Tax Registration, Tax deposit Monthly, Half Yearly Returns, Assessment and other correspondence with the department.
Excise Registration, Tax deposit, Returns, Assessment and other correspondence with the department.
Import Export Code No, Amendment and other correspondence with the department.
Books of Account - Supervision or Maintenance - Computersed with Voucher system, Ledger, Accounts, Trial Balance, Provisional B/S and Bank Reconciliation Statement monthly.
MOU, Affidavit, Deed, Settlement, Franchising, Power of Attorney, Company Forms and Documents, Bonds, Loan Documents, Notices, Bank Guarantee, Advertisements and any other agreement- on demand.
Registration under PF, ESI., SSI., ISO.-9002, ISI., SEBI, Factories Act, Gratuity Act, Pollution, Water, Electricity, Society, Trust, Entertainment