NRI Company Registration in India

Who can register a company in India as an NRI or OCI?

NRIs and OCI cardholders can register an Indian private limited company and own up to 100% in sectors open to that level of foreign investment. We check your FEMA residence, activity, sector cap and investor eligibility before incorporation. The automatic route removes the need for prior FDI approval where its conditions are met; it does not remove sector licences or investor-specific approval requirements.

A private limited company needs at least two directors and two shareholders. One qualifying resident director is required — this need not be an Indian citizen. A nominee can hold one share on your behalf to meet the two-member minimum, with beneficial-interest declarations and other ownership disclosures where applicable. That arrangement preserves your beneficial ownership; it is not a way to bypass sector restrictions.

How to register your NRI company in India — step by step

1. 1

   Choose the structure

   Usually a private limited company for a business you want to own and grow. Decide the activity, state, shareholders and funding basis first; compare all NRI structures, including LLP and proprietorship, if you are still choosing.

2. 2

   Get DSC & DIN for directors

   Prepare passport and OCI KYC, where applicable, with apostille or attestation as required by the country and MCA rules. Obtain Class 3 digital signatures; new DINs can be allotted through SPICe+ within its limits, while existing DINs are reused.

3. 3

   Reserve the name & file SPICe+

   Confirm the name and business objects, prepare MOA/AOA and registered-office documents, and submit the integrated MCA incorporation application with PAN and TAN. Allow about 7–15 working days once complete documents are ready; queries can extend this.

4. 4

   Appoint a resident director

   Agree the appointee before filing so the company meets Section 149(3). At least one director must have stayed in India for 182 days or more in the financial year, subject to the proportionate rule for a new company. See resident director in India.

5. 5

   Open the bank account & fund the company

   Complete authorised dealer bank KYC and remit subscription money through the agreed Schedule I route, using NRE funds or inward remittance for repatriable investment. Keep remittance evidence and confirm pricing and allotment requirements. See bank-account and capital-funding steps.

6. 6

   File FC-GPR & keep up annual filings

   Report a repatriable share allotment through RBI FIRMS within 30 days of allotment. Maintain statutory registers, share certificates, beneficial-interest declarations where needed, INC-20A, annual ROC and tax filings, and FLA where applicable.

Documents an NRI needs

• Passport and OCI card, where applicable, with apostille or attestation as required
• Overseas address proof in the form accepted for incorporation and DSC KYC
• Passport photograph
• PAN, if held; applicable PAN requirements are checked for your status
• Email and mobile number for OTP and verification
• Indian registered-office proof: rent agreement or ownership evidence, owner NOC and utility bill

The resident director and any nominee also need their own KYC. We check document names, validity, legalisation and translations before filing to reduce avoidable MCA or bank queries. See the India Entry Checklist for the wider incorporation and year-one list.

Repatriable vs non-repatriable funding

For a company you want to fund and eventually exit on a repatriable basis, Schedule I of the FEMA (Non-Debt Instruments) Rules, 2019 is the usual route. NRE funds or inward remittance are common funding sources. Schedule IV investment is non-repatriable and treated as domestic investment for FEMA purposes, subject to that Schedule's restrictions. The legal basis is chosen and documented; an NRE or NRO account label alone does not decide it.

The USD 1 million facility is not unrestricted repatriation of a Schedule IV investment. Current income, including dividends, has separate remittance rules after tax. Coordinate the documents with your AD bank before transfer. Read profit repatriation from India and NRI investment & FEMA compliance.

Tax for NRI-owned companies

The Indian company is taxed in India. An eligible domestic company may elect the 22% base rate under Section 115BAA — about 25.17% including surcharge and cess — subject to giving up specified exemptions and deductions and meeting the option's conditions. It is an election, not an automatic rate for every NRI-owned company.

Your personal tax on dividends or gains, overseas reporting and DTAA relief need separate planning based on your residence. See NRI taxation at NRI Blueprint and coordinate with your country-of-residence adviser.

Last reviewed: October 2026 · Reviewed by CA Regi Tom Antony, Regi Tom Antony & Associates. General guidance, not tax or legal advice on your facts.