Documents and Preparation Needed to Set Up a Company in India | The Complete Guide

The Basic Framework for Setting Up a Company in India

The procedure for setting up a local subsidiary (a Private Limited Company) in India MCA (Ministry of Corporate Affairs) falls under the jurisdiction of the MCA. The SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form introduced in 2020 has greatly simplified the incorporation process compared to before.

According to a JETRO survey, the number of Japanese companies operating in India is 1,434 companies, and most of them are set up as Private Limited Companies. Against the backdrop of India's GDP growth rate for fiscal 2025, projected by the IMF at 6.5%, the number of companies considering new incorporation is on the rise.

Reference:

• MCA – Company Incorporation
• IncorpX – Foreign Subsidiary Company Registration India 2026

Documents to Prepare Before Incorporation

Documents to Be Prepared by the Parent Company (Japan Side)

1. Board Resolution: A resolution approving the establishment of a subsidiary in India. Notarization and an apostille are required
2. Certificate of Registration of the Parent Company: A certificate of registered matters issued by the Japanese Legal Affairs Bureau. An English translation, notarization, and apostille are all required
3. Articles of Association of the Parent Company: An English translation, notarization, and apostille are all required
4. Power of Attorney from the Representative Director: A document delegating the incorporation procedures in India. Notarization and an apostille are required

Documents to Be Prepared by Directors (Individuals)

1. Passport: A notarized copy of the passport for every director
2. Proof of Address: A bank statement, utility bill, or similar document (issued within the last 3 months)
3. Photo: A passport-size ID photo
4. PAN (Not required for foreign nationals, but recommended after obtaining a DIN)

Documents and Procedures Required for the SPICe+ Application

The SPICe+ form is an integrated application system combining the following elements.

Part A: Reserving the Company Name

Apply for up to two preferred names. The requirements are that the name must not be similar to that of another company and must comply with MCA guidelines. Approval usually takes 2 to 3 business days.

Part B: The Incorporation Application

Upload the following documents to the MCA portal.

• MoA (Memorandum of Association / INC-33): States the company's objectives, registered address, authorized capital, and other details
• AoA (Articles of Association / INC-34): States the company's operating rules
• INC-9 (Declaration): A declaration from directors and shareholders
• Agile-PRO: Simultaneous applications for GST, ESIC, EPFO, and bank account opening

Obtaining a DSC (Digital Signature Certificate)

All directors must obtain a Class 3 DSC. Foreign directors use their passport as identification and a licensed Certifying Authority It is obtained from there, and the process usually takes 3 to 5 business days.

Obtaining a DIN (Director Identification Number)

A DIN can be applied for simultaneously within the SPICe+ form. Up to three DINs can be obtained at once.

Reporting Obligations to the RBI (Reserve Bank of India)

When a foreign company sets up a subsidiary in India, the following reports to the RBI are required.

FC-GPR (Foreign Currency – Gross Provisional Return)

From receipt of the capital contribution 60 days, shares must be allotted, and from within 30 days of the allotment date, an FC-GPR must be filed with the RBI. This is filed on the Single Master Form (SMF) through an AD Bank (Authorized Dealer Bank). Note that the reference date is the allotment date, not the date the funds are received.

FLA Return（Annual Return on Foreign Liabilities and Assets）

Companies that have received foreign capital must, every year, by July 15 submit an annual return on foreign assets and liabilities to the RBI. This is a separate form from the FC-GPR.

Additional Documents Specific to Food Businesses

For food-related businesses, the following additional documents and certifications are required.

• FSSAI License: A license from the Food Safety and Standards Authority of India. For a Central License (for handling imported food), it takes 60 to 90 days from application to approval
• Import Export Code (IEC): obtained from the DGFT (Directorate General of Foreign Trade). Required when importing food products
• Product-Specific Inspection Certificates: Some food items must undergo inspection by the CBIC (Central Board of Indirect Taxes and Customs) upon import

An Approximate Incorporation Schedule

1. Preparation Period (Preparing Documents on the Japan Side): 2 to 4 weeks
2. Obtaining the DSC: 3 to 5 business days
3. SPICe+ Application and Approval: 7 to 15 business days
4. Opening a bank account: 2 to 4 weeks
5. RBI Reporting: Within 30 days of receiving investment funds
6. Obtaining FSSAI Certification (for Food Businesses): 60 to 90 days

Total Time Required: About 2 to 4 Months (from preparing documents to starting business)

Reference:

• LegalWiz – Subsidiary Registration India: Guide, Docs, Fees
• Acclime – How to Incorporate a Subsidiary Company in India

3 Pitfalls Japanese Companies Commonly Fall Into

1. Incomplete Apostilles

If the apostille (certification by Japan's Ministry of Foreign Affairs) on documents prepared in Japan is incomplete, your MCA application will be rejected. Be sure to check the requirements in advance with Local partners or a law firm.

2. Director Residency Requirements

A Private Limited Company in India requires at least one India-resident director. A person who resided in India for 182 days or more in the previous year must be appointed as a director, so securing locally hired talent should also be considered early on.

3. Misjudging the Authorized Capital

If the authorized capital is set too low, you will incur additional procedures and costs to change it when raising capital later. It is important to set it appropriately with future business expansion in mind.

Frequently asked questions

Which authority governs the procedure for setting up a company in India?

The procedure for setting up a local subsidiary in India falls under the jurisdiction of the Ministry of Corporate Affairs (MCA). The SPICe+ form now allows everything from name reservation to the incorporation application and various registrations to be handled in one go, greatly simplifying the process compared to before.

What documents does the Japanese parent company need to prepare?

You need a board resolution approving the establishment of the subsidiary in India, the parent company's certificate of registration, its articles of association, and a power of attorney delegating the incorporation procedures. All of these must be translated into English and require notarization and an apostille. For individual directors, prepare items such as a notarized passport copy and proof of address.

What documents and procedures are required for the SPICe+ application?

SPICe+ is an integrated application system that combines company name reservation and the incorporation application. You upload the articles of association, declarations, and forms for simultaneously applying for GST and bank account opening to the MCA portal. All directors must obtain a digital signature certificate, and the director identification number can also be applied for simultaneously within the form.

Is reporting to the RBI required after incorporating as a foreign company?

When a foreign company sets up a subsidiary in India, reporting to the RBI is required. After receiving investment funds from abroad, there is an obligation to submit a designated form through an AD Bank within a set period. In addition, an annual report on foreign capital must be submitted every year.

Are there additional documents required for food businesses?

Food-related businesses require an FSSAI license from the Food Safety and Standards Authority of India, and if you handle imported food, it takes a considerable amount of time from application to approval. An Import Export Code (IEC) is also mandatory if you import food, and some food items must undergo inspection.

Where do Japanese companies most commonly stumble when setting up a company in India?

Common issues include applications being rejected due to incomplete apostilles on documents prepared in Japan, and dealing with the residency requirement that at least one director must be a resident of India. Setting the authorized capital too low will result in additional costs when raising capital later. It is reliable to proceed while confirming requirements with a trustworthy local partner or law firm.

Summary: Proceeding Reliably with Company Incorporation in India

Setting up a company in India has become simpler with the introduction of the SPICe+ form, but it is important to address the documentation requirements specific to foreign companies, such as apostilles and RBI reporting.

For food businesses, FSSAI certification obtaining FSSAI certification must also be pursued in parallel, so you should plan for a total schedule of about 2 to 4 months. India Market Successfully entering the market depends on partnering with a trustworthy Local partners and law firms — working with them is the key to success. an education service that bridges cultural gaps While keeping this in mind, proceed steadily with your preparations.