Three ways in
The roadmap below is for a brand opening its own stores through an Indian subsidiary. Two other routes need fewer steps but give up something in return:
| Route | FDI involved | What the brand gives up |
|---|---|---|
| Own subsidiary under single-brand retail trading (SBRT) | 100%, automatic route; above 51% FDI the 30% India-sourcing rule applies | Nothing structural, but the full set of FDI conditions, registrations and sourcing checks applies |
| Franchise or licence with an Indian partner | None | The stores stay with the partner (Lush re-entered India this way in November 2025) |
| Selling through marketplaces | None needed by the brand to list | On a marketplace, delivery, warranty and pricing rest with the seller, not the platform |
From entry decision to first store in ten steps
Each step shows who acts and, where a rule fixes it, the time involved.
- Choose the entry model. Decide between an own subsidiary under SBRT (100% automatic), a franchise or licence with an Indian partner (no FDI), or selling through marketplaces. Above 51% FDI, the 30% India-sourcing rule applies. Who: the foreign parent’s board.
- Screen owners for land-border links. Map every beneficial owner. A land-border owner above 10%, or with control, puts the investment on the Government route via the FIF portal; up to 10% without control stays automatic, with prior reporting. Who: DPIIT; FIF portal on NSWS. See land-border investors.
- Put the brand agreement in place. Except for Indian brands, retail must be by the brand owner or under a legally tenable agreement with it, and goods must be sold under the same brand abroad. All goods must be branded during manufacture. Who: brand owner and Indian company.
- Register for GST. Register before the first sale. Since 1 November 2025, low-risk applicants can opt for automated registration within three working days. Who: GST portal. Time: within 3 working days.
- Lease and register each store. Register stores under the state Shops and Establishments Act and check trading hours: Tamil Nadu lets establishments with 10 or more staff open 24×7 for three years from 5 June 2025. Who: state labour department.
- Clear product approvals before import. CDSCO registration (Form COS-2) for cosmetics; BIS certification for goods under a Quality Control Order; Legal Metrology declarations on pre-packed goods; FSSAI standards for food. Who: CDSCO; BIS; Legal Metrology; FSSAI. Time: CDSCO targets 90 days.
- Track India sourcing from day one. The 30% test runs as a five-year average from 1 April of the year the first store or online sale starts, then yearly. Keep certified accounts: statutory auditors check the self-certification. Who: company; statutory auditor. Time: five-year average.
- Launch online first, if planned. Online retail may start before stores, provided brick-and-mortar stores open within 2 years of the start of online retail. Listings of imported goods need a country-of-origin filter on platforms. Who: company. Time: stores within 2 years.
- Set up data and consumer compliance. Issue clear, separate consent notices under the DPDP Rules (18-month phase-in from 13 November 2025) and remove the 13 dark patterns listed in the 2023 guidelines. Who: MeitY; CCPA. Time: 18-month phase-in.
- Claim state incentives for warehouses. Warehouses and cold chains can qualify for state support, for example Uttar Pradesh’s 15% capital subsidy of up to ₹5 crore, paid once after operations start. Who: state nodal agency. Time: after start-up.
Before claims are made
The roadmap ties several obligations and benefits to fixed points. Have these in place first:
- The brand agreement and the “branded during manufacture” condition, before the first store or online sale.
- Purchase records by brand from the first year, in certified accounts, before the 30% sourcing test is self-certified and audited.
- CDSCO, BIS, Legal Metrology and FSSAI clearances for each product category, before the first import.
- A store opening date within 2 years, if online retail starts first.
- Operations started, before claiming a one-time warehouse or cold-chain capital subsidy such as Uttar Pradesh’s.
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. The generic page is entry vehicles.
| 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. |
For consumer brands the choice follows step 1. A single-brand retailer usually needs a subsidiary. Multi-brand retail is capped at 51%, so a joint venture with an Indian partner is the structure there, on the Government route and only in consenting states (see FDI rules). A brand testing demand can sell through a distributor or importer with no entity, or license a partner.
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. The generic page is incorporation.
- Prepare and apostille parent documents. Constitutional documents, board resolution and identity papers of foreign subscribers and directors are notarised and apostilled or legalised. Who: 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. Who: 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+. Who: 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. Who: 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. Who: 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. Who: authorised dealer bank; board. Time: within 60 days.
- Report the share issue (FC-GPR). File Form FC-GPR for shares issued to the foreign parent that count as FDI. Who: RBI FIRMS portal. Time: within 30 days of issue.
- Declare commencement of business. Declare receipt of the subscription money and verify the registered office before starting business. Who: MCA. Time: within 180 days.
- 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. Who: GST portal (3 working days); 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. Who: board; state labour department; EPFO; ESIC.
A brand importing stock needs the Importer-Exporter Code at step 9 before the first shipment, and the product approvals in roadmap step 6 run alongside incorporation rather than after it. Ongoing FEMA filings are listed in the FEMA compliance calendar.
What to check next
- Settle the entry model (subsidiary, franchise or licence, or marketplace) before incorporating; it decides which FDI conditions apply.
- Screen the full ownership chain for land-border beneficial owners before any filing on the FIF portal.
- Start CDSCO, BIS and FSSAI work early enough for clearances to land before the first import.
- If online sales start first, fix the store-opening date inside the 2-year window and build the country-of-origin filter for imported goods.
- Set up brand-level purchase tracking from the first year so the 30% sourcing average can be certified and audited.