The ten-step route
Steps 3 to 5 apply to the IFSC route; steps 6 to 9 to onshore licences. An entrant using both routes runs them in parallel. The authority responsible is shown after each step.
- Map the activity, regulator and FDI cap. 100% automatic for insurers and regulated NBFCs; 74% for private banks (automatic to 49%); 49% for pension funds and market infrastructure. Unregulated activities need approval. DPIIT FDI policy and Press Notes.
- Check land-border ownership. If the investor is an entity or citizen of a land-border country, or a beneficial owner holding more than 10% or control is a citizen of one, seek government approval before investing. Government route, FIF/NSWS portal.
- IFSC: reserve office space. Agree space with the GIFT City developer, which issues a Provisional Letter of Allotment. GIFT City developer.
- IFSC: apply to SEZ authorities and IFSCA. File Form-F with the SEZ authorities and apply to IFSCA for the registration or licence the activity needs. SEZ authorities; IFSCA.
- IFSC: final approval and start. The SEZ authority issues the final Letter of Approval; sign the space agreement and start once the regulator approves. SEZ authority; IFSCA.
- Onshore NBFC: RBI registration. Capitalise the company with the net owned funds its NBFC category requires (₹10 crore for most) and obtain a certificate of registration under s.45-IA of the RBI Act before lending. RBI.
- Payments: RBI authorisation. Non-bank payment aggregators (physical, online or cross-border) apply to RBI with net worth of ₹15 crore, and ₹25 crore over the next three years. RBI.
- Insurance: IRDAI registration. Apply for registration; IRDAI verifies the foreign investment. One of the chairperson, managing director and CEO must be a resident Indian citizen. IRDAI.
- Portfolio and fund platforms. Register as an FPI with SEBI to invest in listed securities; offshore funds can appoint Indian fund managers within the s.9(12) conditions. SEBI; Income-tax Act 2025.
- Comply after start-up. Build consent and data processes for the DPDP Rules 2025 within the 18-month phase-in, and keep FEMA reporting of foreign investment current. RBI (FEMA reporting).
Note: The brochure states no processing times for these regulatory steps and no “before claims are made” checklist for this sector. Confirm timelines with each authority.
Entry vehicles
Most investors use a private limited subsidiary; offices serve narrow aims. A company or LLP is an Indian resident entity. Branch, liaison and project offices are extensions of the foreign parent, opened through an authorised dealer bank under RBI rules.
| Vehicle | What it may do | Approval needed | Suits |
|---|---|---|---|
| Wholly owned subsidiary (private limited company) | Any lawful business within its objects and the FDI policy. At least 2 shareholders (up to 200) and 2 directors, one meeting the 182-day residence test. | None on the automatic route without a land-border owner; else government route. Incorporated with the Registrar through SPICe+. | Operating businesses that want full control and limited liability. |
| Joint venture company | As a subsidiary, with an Indian partner; caps and conditions apply to the total foreign stake. | As for the sector. Land-border investors taking up to 49% in a fast-track sector, where resident Indians keep majority ownership and control, have a 60-day decision target. | Capped sectors, or where a partner brings licences, land or customers. |
| Limited liability partnership (LLP) | Business with partnership-style governance and limited liability; at least 2 designated partners, one resident. LLP agreement filed within 30 days. | Automatic route only in sectors fully open under the automatic route with no FDI-linked performance conditions. | Service businesses in fully open sectors. |
| Branch office | Activities RBI permits for branches, such as export and import, consultancy and research on behalf of the parent. | Authorised dealer bank; parent needs a sound financial track record. RBI approval in specified cases, such as defence or telecom. | Serving Indian clients directly without a subsidiary. |
| Liaison office | Represents the parent in India; may not carry on business. Valid generally for three years. | Authorised dealer bank, with the same track-record test and RBI referral cases as a branch. | Market study and relationship building before committing capital. |
| Project office | Executes a specific contract in India; valid for the tenure of the project. | Authorised dealer bank under RBI’s project office rules. | Contractors delivering a defined Indian project. |
| No entity yet: distributor or employer of record | Sell through an Indian distributor or importer; engage staff through a third-party employer of record. | None for the foreign company itself. | Testing demand; review tax and contract exposure first. |
Sector-specific points: a private bank stake of up to 74% sits in the joint venture row, since residents must keep at least 26%; a foreign bank’s wholly owned subsidiary is the exception. A bank may use only one of branch, wholly owned subsidiary or stake. The generic comparison is at entry vehicles.
Incorporation: ten steps for a foreign-owned company
The sequence for a private limited subsidiary in an automatic-route sector. Times are shown only where a rule fixes them; state registrations depend on location and activity.
- Prepare and apostille parent documents. Constitutional documents, board resolution and identity papers of foreign subscribers and directors are notarised and apostilled or legalised. Parent company; notary; apostille authority.
- Obtain digital signatures and DINs. A digital signature certificate for at least one proposed director. Director identification numbers are applied for within the SPICe+ form. Certifying authority; MCA (SPICe+).
- Reserve the company name. Check the name against existing companies and registered trademarks, then reserve it through RUN or within SPICe+. MCA (RUN or SPICe+).
- File SPICe+ with the MoA, AoA and AGILE. One integrated filing covers incorporation, DINs, PAN and TAN. The linked AGILE form can also obtain GST, EPFO and ESIC registrations. Foreign subscribers attach a signed physical MoA and AoA. MCA Central Registration Centre.
- Receive the certificate of incorporation. The Central Registration Centre scrutinises the documents and may ask for changes. The CIN, PAN and TAN are allotted on incorporation. Registrar of Companies (CRC).
- Open a bank account and bring in capital. Receive share capital through an authorised dealer bank and allot shares within 60 days of receipt, priced at not less than fair value. Within 60 days; authorised dealer bank; board.
- Report the share issue (FC-GPR). File Form FC-GPR for shares issued to the foreign parent that count as FDI. Within 30 days of issue; RBI FIRMS portal.
- Declare commencement of business. Declare receipt of the subscription money and verify the registered office before starting business. Within 180 days; MCA.
- Register for GST and obtain an IEC. If not done through AGILE, apply for GST; low-risk applicants can opt for automated registration within three working days. Importers and exporters also need an Importer-Exporter Code. GST: 3 working days; GST portal; DGFT.
- First board meeting; staff registrations. Appoint the first auditor and open statutory registers. Obtain shops and establishments, professional tax, EPFO and ESIC registrations as applicable. Board; state labour department; EPFO; ESIC.
For a financial firm, the sector licence (steps 6 to 9 of the route above) follows incorporation and precedes commencement of the regulated business. The generic incorporation page is at incorporation and the FEMA reporting cycle at FEMA compliance calendar.
What to check next
- Fix the route (IFSC, onshore or both) before choosing a vehicle, since an IFSC unit follows the SEZ and IFSCA path rather than only SPICe+.
- Confirm the capital the chosen licence needs is in place at application, not after.
- Diarise the 60-day allotment, 30-day FC-GPR and 180-day commencement deadlines.
- Check whether AGILE can carry the GST, EPFO and ESIC registrations for your entity, or whether separate filings are needed.
- Build the DPDP consent and data processes alongside licensing so they are ready by 13 May 2027.