Inbound entry structuring

What this covers

Choosing the vehicle a foreign investor will operate through in India, and putting it in place. A wholly owned subsidiary or joint-venture company, a limited liability partnership, a branch office, a liaison office and a project office are not interchangeable: they differ in the activity each may lawfully carry on, how it is taxed, how profits are repatriated and how easily it can be closed. The work covers the entry route, the comparison, incorporation or registration, bringing capital in correctly, and the reporting that then runs on a fixed clock.

Statutory basis

The Foreign Exchange Management Act, 1999, with the Non-debt Instruments Rules, 2019 and the Mode of Payment and Reporting Regulations, 2019, which set the permitted routes, sectoral caps, pricing and reporting. Investment from an entity of a country sharing a land border with India, or where the beneficial owner is situated in or is a citizen of one, needs government approval — Press Note 3 of the 2020 series. A branch, liaison or project office is established under the FEMA regulations of 2016, after which the foreign company registers under Chapter XXII of the Companies Act, 2013; a subsidiary is incorporated under that Act, an LLP under the LLP Act, 2008. Taxation is under the Income-tax Act, 2025, which replaced the Income-tax Act, 2025 on 1 April 2026, read with the applicable treaty.

Who it applies to

A foreign company or individual setting up in India for the first time; a liaison office whose activity has outgrown what a liaison office may do; an Indian promoter taking in a foreign co-investor, where the company becomes subject to the investment rules from the first receipt of money; and a foreign contractor choosing between a project office and a subsidiary.

What we do

1. 1Establish what activity is proposed, whether it is permitted, on which route and up to what cap — and whether Press Note 3 requires government approval because of the investor's country or beneficial ownership.
2. 2Compare the vehicles on what decides the question: permitted activity, whether income is taxed on a net basis, how surplus is repatriated, whether transfer pricing applies to dealings with the parent, and what closing it involves.
3. 3Fix the capital structure. Equity shares and compulsorily convertible preference shares and debentures are equity instruments; anything not compulsorily convertible is borrowing, and falls under the external commercial borrowing framework instead.
4. 4Incorporate or register: digital signatures, identification numbers, name reservation, the incorporation forms, tax registrations, and at least one director resident in India as section 149(3) of the Companies Act requires — or, for an office, application through the authorised dealer bank and Form FC-1 within thirty days.
5. 5Bring the money in correctly: inward remittance through banking channels with the remitter's know-your-customer report, issue price supported by a valuation on an internationally accepted methodology, allotment within the permitted sixty days, and Form FC-GPR within thirty days.
6. 6Set the recurring calendar from day one: the Foreign Liabilities and Assets return, the annual filings, the activity certificate for an office, transfer pricing documentation, and withholding on payments to the parent.
7. 7Test the structure against exit before building it — how shares would be transferred, whether the transfer needs pricing support and Form FC-TRS, and what closure would require.

What you receive

Structure note

The vehicles compared, the route that applies, and the reason for the recommendation.

Entity in place

Certificate of incorporation or office registration, with tax registrations and bank account.

Capital reported

Form FC-GPR filed and acknowledged, with the valuation and bank documentation on file.

Compliance calendar

Every recurring obligation the vehicle carries, with its date and form.

Handover pack

Charter documents, registers and portal credentials.

Documents and information required

Certificate of incorporation and charter documents of the foreign parent, notarised and apostilled · board resolution authorising the investment and naming the authorised representative · passport and address proof of each proposed director or designated partner · the parent's audited accounts where a branch or liaison office is proposed · proof of registered office with the owner's no-objection · know-your-customer report and inward remittance certificate from the bank · valuation certificate · group chart identifying the beneficial owner.

Key dates

Equity instruments must be issued within sixty days of receipt of the consideration, failing which the money is refundable within fifteen days — the same rule sits in section 42 of the Companies Act, 2013 and in the Non-debt Instruments Rules, and it is the deadline most often missed. Form FC-GPR is due within thirty days of allotment, Form FC-TRS within sixty days of the consideration moving. A company files Form INC-20A within one hundred and eighty days of incorporation and may not commence business until it does. A foreign company files Form FC-1 within thirty days of establishing its place of business.