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How to Register Technology Company in India by Foreign Nationals

Registration of Technology Company in India is main requirement for starting technology business in India , Many Foreign Technology and software companies gets business from India and  they accept online payment in dollor only, Indian Customer pays most of their payments in India Rupees, as a result of this most of the conversions goes unpaid , If technology company setup Indian Company it can accept payment from India and makes lot of profits.

It is very much advisable to setup technology company in India to get benefit of large market opportunities

Limits for Foreign Direct Investment(FDI)  : The First thing is to check whether FDI is allowed under automatic route or approval route, 100% FDI is allowed under automatic route for Technology Company in India , so you can start your business in India without any approval from RBI , only reporting is required to be made.

KYC of Foreign Nationals and Companies: KYC of foreign company and foreign authorized person is required for Incorporation of Company 

Documents are required from Foreign Companies or Foreign Directors: 

  1. Certificate of Incorporation of Company
  2. Memorandum of Association 
  3. Articles of Association of Company
  4. LLP Agreement, if foreign Company is LP
  5. Board Resolution to Invest in India
  6. Power of Attorney / Board Resolution for  Authorized person to sign documents on behalf of Company 
  7. Copy of Passport of Director
  8. Copy of Utility Bill (Electricity Bill , Telephone Bill etc)

Note : All the above documents should be notarized and Apostle form the country of residence , Apostle is required if the country is party to 
Hague Convention 

Once the KYC of Foreign Directors and Company is received we can proceed further 

Please note that the KYC documents should be obtained in Three Copies.

Selection of Resident Director :

Every Indian Company should have at least one resident Director in India , so the foreign national is required to select the person who is willing to be Director of the company.

Application for Digital Signature:

Digital Signature is required to be obtained from Certifying Authority in India  

Application for Name Approval of the Proposed Company :

Now name approval application is required to be made to MCA for approval of Name of the Company, Once the name is approved , application for Incorporation of the company must be filed within 20 days of incorporation of company.

 Application for Incorporation of Company :

Now Application of Incorporation of company is required to be filed with all the required Information and documents with registrar of companies in India , Once the Application for incorporation is submitted to ROC, the ROC verifies the application and either sent for re submission with some correction or approves the application. Along with Incorporation Application MOA and AOA of the Company is also submitted 

Certificate of Incorporation :

Once the Incorporation Application is approved , the applicant will receive the Certificate of Incorporation of Company on email of the Company , Along with Certificate PAN and TAN will also be allotted to the Company.

Verification of Registered office address of the Company :

If the Company is registered on Communication address than company should file Form INC-22 along with all the documents for verification of Registered Office

Bank Account of the Company :

Once the company is registered, it should now proceed for opening of Bank Account in the name of the Company. Bank Account can be opened with any Bank of your Choice.

Funding of Bank Account with Foreign Investment as Share Subscription amount   

Filing of Form FC -GPR with AD – Bank for Reporting of FDI in Company 

Filing of Form for Commencement of business of the Company ( not effective) 

GST Registration :  Company should apply for GST Registration and Start Issuing GST Invoices to Customers.

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Documents Required for GST Registration for LLP

GST Registration for LLP required different sets of documents as required for proprietorship firm or partnership firm or Private Limited Company , In case of LLP there is Designated partners in LLP , and certificate of registration issued by Registrar of Companies, also LLP holds PAN in its own name

Following documents are required for GST Registration of LLP

  1. PAN Card Copy of Limited Liability Partnership (LLP)
  2. Registration Certificate and LLP Agreement of Limited Liability Partnership (LLP)
  3. PAN Card Copy of partners of  Limited Liability Partnership (LLP)
  4. Aadhar Card Copy of Partners of  Limited Liability Partnership (LLP)
  5. Photo of Partners of  Limited Liability Partnership (LLP)
  6. Bank Statement with IFSC Code or Cancelled Cheque Copy of Limited Liability Partnership (LLP) Bank Account
  7. Electricity Bill and Rent Agreement copy, if the property is on Rent for Firm Office Address.
  8. Resolution for Authorisation Person in case of Company/LLP/Firm (We will Provide you for signing )
  9. Digital Signature for Directors/Partner in case of Private Limited and LLP  (If you do not have we will Provide )
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Documents Required for GST Registration for Private Limited Company

GST Registration of Private Limited Company is required to made as normal procedure but there are some additional documents that are required in case of private limited company as Private Limited is consist of Directors as its managing body instead of Partners or proprietor

Following Documents are required for GST Registration of Private Limited

  • PAN Card Copy of Private Limited Company
  • Registration Certificate of Private Limited Company
  • PAN Card Copy of Directors of Private Limited Company
  • Aadhar Card Copy of Directors of Private Limited Company
  • Photo of Directors of Private Limited company
  • Cancelled Cheque Copy of Private Limited Company Bank Account
  • Electricity Bill and Rent Agreement copy, if the property is on Rent for Firm Office Address.
  • Resolution for Authorization Person in case of Company/LLP/Firm (We will Provide you for signing )
  • Digital Signature for Directors/Partner in case of Private Limited and LLP  (If you do not have we will Provide)
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Documents and Information Required for GST Registration in India

GST Registration in India is required for Person where he makes a taxable supply of goods or services or both if his aggregate turnover in a financial year exceeds twenty lakh rupees:

You may also opt for voluntary Registration if your turnover does not exceed Rs. 20 Lakhs.

Most of the cases if you need GST Registration as you would not like to miss any great business opportunity because of the fact that your business does not have GST Number.

In this article we will discuss about the information and documents you will be required for applying for GST Registration online in India

  • How to Get GST Registration:
  • Information required for GST Registration :
  • Documents Required for GST Registration for Proprietorship Firm :
  • Documents Required for GST Registration for Partnership Firm :
  • Documents Required for GST Registration for LLP :
  • Documents Required for GST Registration for Private Limited Company

Information required for GST Registration :

  1. Name of Firm
  2. Address of Firm
  3. Commodities Intend to Sell/Buy or Services to be Provided
  4. or Services to be provided
  5. Email id
  6. Mobile No
  7. Additional Place of Business Like Branch Address/Factory Address/ Warehouse etc
  8. List of Director/Partners, in case of Private Limited Company/LLP/Firm

Documents Required for GST Registration for Private Limited Company

  1. PAN Card Copy of Private Limited Company
  2. Registration Certificate of Private Limited Company
  3. PAN Card Copy of Directors of Private Limited Company
  4. Aadhar Card Copy of Directors of Private Limited Company
  5. Photo of Directors of Private Limited company
  6. Cancelled Cheque Copy of Private Limited Company Bank Account
  7. Electricity Bill and Rent Agreement copy, if the property is on Rent for Firm Office Address.
  8. Resolution for Authorisation Person in case of Company/LLP/Firm (We will Provide you for signing )
  9. Digital Signature for Directors/Partner in case of Private Limited and LLP  (If you do not have we will Provide)

Documents Required for GST Registration for Proprietorship Firm :

  1. PAN Card Copy of Proprietor
  2. Aadhar Card Copy of Proprietor
  3. Photo of Proprietor
  4. Bank Statement with IFSC Code or Cancelled Cheque Copy of Proprietor Bank Account ( Saving Account, if you do not have current Account of firm)
  5. Electricity Bill and Rent Agreement copy, if the property is on Rent for Firm Office Address.

Documents Required for GST Registration for Partnership Firm :

  1. PAN Card Copy of Partnership Firm
  2. Registration Certificate/Partnership Deed of Partnership Firm
  3. PAN Card Copy of Partners
  4. Aadhar Card Copy of Partners
  5. Photo of Partners
  6. Bank Statement with IFSC Code or Cancelled Cheque Copy of Partnership firm Bank Account
  7. Electricity Bill and Rent Agreement copy, if the property is on Rent for Firm Office Address.
  8. Resolution for Authorisation Person in case of Firm (We will Provide you for signing )

Documents Required for GST Registration for LLP :

  1. PAN Card Copy of Limited Liability Partnership (LLP)
  2. Registration Certificate and LLP Agreement of Limited Liability Partnership (LLP)
  3. PAN Card Copy of partners of  Limited Liability Partnership (LLP)
  4. Aadhar Card Copy of Partners of  Limited Liability Partnership (LLP)
  5. Photo of Partners of  Limited Liability Partnership (LLP)
  6. Bank Statement with IFSC Code or Cancelled Cheque Copy of Limited Liability Partnership (LLP) Bank Account
  7. Electricity Bill and Rent Agreement copy, if the property is on Rent for Firm Office Address.
  8. Resolution for Authorisation Person in case of Company/LLP/Firm (We will Provide you for signing )
  9. Digital Signature for Directors/Partner in case of Private Limited and LLP  (If you do not have we will Provide )
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How to Register Company in Singapore

Singapore is Considered as one of the best Countries in the world, Singapore is among the top countries in the list of Ease of doing Business Rankings published by world bank. It takes around 2-3 days to fully incorporate a company in Singapore, In this article we will talk about the detailed procedure on how to register a company in Singapore

Foreign Nationals who wants to register or incorporate a Company in Singapore must engage a Corporate Service Providers who provides Company Registration and Incorporation services, Corporate Service providers are local consultant who are basically authorized by Singapore Company Registry to deal with incorporation procedure, further it is much better to have guiding person with us always who can let us understand and help in legal compliance requirements as mentioned in Company law and regulations of Singapore

Minimum Requirements for Registration a Company in Singapore

  • Name of Company
  • Directors of the Company
  • Shareholding of the Company
  • Share capital of the Company
  • Registered office address of the Company
  • Company Secretary of the Company

Name of the Company

Name approval is the first step for registration of Singapore Company , name approval application is required to be filed online to ACRA.

Please make ensure that before applying for new name of Singapore Company you must follow the following guidelines:

  • The name cannot be identical or similar to an existing business in Singapore
  • The name must not be trademark registered for
  • The name cannot be vulgar
  • The name must not be applied by another company and is approved
  • If the Name contains the word like “Legal” “Law” “Broker” or “School” , This is subject to approval from respective regulator and may take time in name approval process.
  • It takes around 1 hour to 1 Day for name approval
  • Name approved is valid for 120 Days from the date of approval

Directors of the Company

Directors of the Company plays the main role in the functioning of the company , following are requirements for Directorship in Singapore Company :

  • Both Foreign Nationals and Singapore Resident can be Director in Singapore Company
  • One Resident Director is mandatory for Singapore Company
  • Corporate cannot be Directors in Singapore Company

Shareholding of the Company

  • Company must have minimum 1 Shareholder
  • Maximum Shareholders can be up to 50
  • Natural Person or Corporate Entities both can be shareholders

Share Capital of the Company

  • Minimum Share Capital is S$1

If Company wants to increase its Share Capital it can do so by injecting additional funds to the capital of the Company

Registered office address of the Company

Every Company is required to have registered office address of the company within Singapore, Company is required to maintain and keep statutory documents at the registered office address of the company.

Company Secretary of the Company

  • Every Company is required to appoint Company Secretary within 6 months from the date of incorporation of Company
  • Company Secretary must be natural person
  • Company Secretary must be resident of Singapore
Place Your Request for Indian Company Registration

Steps for Registration of Company in Singapore

Company Registration is simple , quick and hassle free in Singapore, it will take around 1 to 3 days to incorporate a Company in Singapore, following are the steps required to followed for registration of Singapore Company

  • Choose Corporate Service Provider
  • Documents
  • Due Diligence form
  • Reserve Your Name
  • Signing of Company Registration Documents
  • Application for Incorporation

Choose Corporate Service Provider

First thing that you need to do is to choose Corporate Service Provider who is officially registered company service provider.

This will help your new company to comply with Singapore Accounting and corporate regulatory Authority (ACRA), an Agency for Company Registration of Singapore government.

The Corporate Service provider will guide you through the complete business incorporation procedure according to your needs.

Now you are required to file Singapore Company Registration On boarding form.

Documents required for Incorporation of Singapore Company

For Individual Shareholders

Following Documents are required for each Officer, Shareholder and Beneficial Owner of the proposed company:

  1. Passport copy
  2. NRIC or Residency card , if applicant is Singapore resident
  3. Residential address proof (i.e. a driver’s license, a recent utility bill, rental agreement, etc.)
  4. Brief professional background. Brief Professional Background can be provided in the form of a curriculum vitae (CV), resume or link to the person’s LinkedIn profile or other profile.

For Corporate Shareholders

If the shareholder is a corporate entity, the following documents will be required for the corporate entity:

  1. Certificate of Registration issued by the Registrar of the jurisdiction where the company is registered
  2. Company Extract from the Company Registrar of the jurisdiction where the company is registered that contains the following information:
    • Company’s name, Registration number, and Registered address
    • Paid-up Capital and particulars of all Shareholders and Directors
    • Business activities that the Company is engaged in
  3. Authorized Person Resolution passed by the director(s) of the shareholding company that includes the following:
    • Authorization to hold shares in the proposed Singapore Company
    • Appointment of an Authorised Person to sign the Singapore Company formation documents on behalf of the shareholding company
  4. An ownership structure chart that identifies the Ultimate Beneficial Owners (UBO) of the shareholding company. Identification documents for the key UBOs may be required for KYC due diligence.

Due Diligence Form

Due Diligence are carried out by Company Service Providers for foreign nationals that the proposed promoters of the Company are legitimate and their business activities are in according to laws of Singapore.

Due Diligence helps both Promoters and Corporate Service providers from problems arising out in futures and it will be in better interest of both promoters and corporate service providers

This helps protect both your interests and the interests of your company registration service provider. While Singapore is one of the most transparent places in the world to do business, it’s important that it’s a level playing field for everyone.

It is must that you must file the company on boarding form accurately with correct information so not to face any difficulties while incorporating a company.

Reserve Your Name

Once the above steps are complete you can now proceed for name reservation application , Please note that name reservation should be in accordance with the guidelines as mentioned above.

Signing of Company Registration Documents

Corporate Service provide will send you required documents for singing and you need to get the documents signed asap and sent it to your CSP

Application for Incorporation of Company

Once the Above documents are signed and sent , corporate service provider will file incorporation application

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How to hold Board Meeting through Video Conferencing in India

In this article we will discuss about how a director can participate meeting through video conferencing on how can a meeting through video conferencing can be held in India

In India the meeting of the board of directors through video conferencing except some of the businesses cannot be transcated at the meeting held through video conferencing like Approval of Financial Statements and Board Report, Issue of New Shares etc.

Meetings of Board through video conferencing or other audio visual means.-

A company shall comply with the following procedure, for convening and conducting the Board meetings through video conferencing or other audio visual means.

Every Company shall make necessary arrangements to avoid failure of video or audio visual connection.

The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care

(a) to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures;

(b) to ensure availability of proper video conferencing or other audio visual equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorised participants at the Board meeting;

(c) to record proceedings and prepare the minutes of the meeting;

(d) to store for safekeeping and marking the tape recording(s) or other electronic recording mechanism as part of the records of the company at least before the time of completion of audit of that particular year.

(e) to ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means; and

(f) to ensure that participants attending the meeting through audio visual means are able to hear and see the other participants clearly during the course of the meeting:

Provided that the persons, who are differently abled, may make request to the Board to allow a person to accompany him.

Procedure for holding meeting through video-conferencing

  • Issue notice on the board meeting clearly stating the date time venue you venue of the meeting meeting ID through which the other person will connect through video conferencing.
  • Ensure to send the meeting before 7 days of meeting, if urgent businesses are required to be transicated at meeting by isssuing shorter notice.
  • Held meeting on precribed Date, Time and Venue
  • Ensure to have proper Audio Video Communication System
  • Ensure to have proper recording of Baord Meeting
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How to Setup Branch Office of Foreign Company in India

Foreign Companies Setting up Branch Office(BO), Project Office (PO) and Liaison Office (LO) in India is required to make application to AD category Banks through which it wishes to peruse Banking Operations  

Eligibility Criteria for Setting up Branch Office / Project Office or Liaison Office in India 

  • The Applicant Company Should be Body Corporate Incorporated Outside India 
  • For Branch Office — a profit making track record during the immediately preceding five financial years in the home country and net worth of not less than USD 100,000 or its equivalent.
  • For Liaison Office — a profit making track record during the immediately preceding three financial years in the home country and net worth of not less than USD 50,000 or its equivalent.

Note: 
An applicant that is not financially sound and is a subsidiary of another company may submit a Letter of Comfort (LOC) (Annex A) from its parent/ group company, subject to the condition that the parent/ group company satisfies the prescribed criteria for net worth and profit.

Net worth Requirements : 

Net Worth [total of paid-up capital and free reserves, less intangible assets as per the latest Audited Balance Sheet or Account Statement certified by a Certified Public Accountant or any Registered Accounts Practitioner by whatever name called].

Cases in Which RBI Approval is required for Setting up Branch Office(BO), Project Office (PO) and Liaison Office (LO) in India

  • The applicant is a citizen of or is registered/incorporated in Pakistan;
  • The applicant is a citizen of or is registered/incorporated in Bangladesh, Sri Lanka, Afghanistan, Iran, China, Hong Kong or Macau and the application is for opening a BO/LO/PO in Jammu and Kashmir, North East region and Andaman and Nicobar Islands;
  • The principal business of the applicant falls in the four sectors namely Defence, Telecom, Private Security and Information and Broadcasting.
  • The applicant is a Non-Government Organisation (NGO), Non-Profit Organisation, Body/ Agency/ Department of a foreign government.

Procedure for making Application to AD-Category Bank for Setting up Branch Office(BO), Project Office (PO) and Liaison Office (LO) in India

If the Applicant Company fulfills the above mentioned eligibility Criteria , the Application can be made to AD category Bank through which applicant company wishes to peruse Banking Relations 

  1. The Application shall be made in Form Form FNC  to a designated AD Category – I bank along with Following Documents : 
  • Copy of the Certificate of Incorporation / Registration; Memorandum of Association and Articles of Association attested by the Notary Public in the country of registration.

    [If the original Certificate is in a language other than in English, the same may be translated into English and notarized as above and cross verified/attested by the Indian Embassy/ Consulate in the home country].
  • Audited Balance sheet of the applicant company for the last three/ five years in case of branch office/liaison office respectively.

    [If the applicants’ home country laws/regulations do not insist on auditing of accounts, an Account Statement certified by a Certified Public Accountant (CPA) or any Registered Accounts Practitioner by any name, clearly showing the net worth may be submitted]
  • Bankers’ Report from the applicant’s banker in the host country / country of registration showing the number of years the applicant has had banking relations with that bank.
  • Power of Attorney in favor of signatory of Form FNC in case the Head of the overseas entity is not signing the Form FNC.

The AD Category-I bank shall after exercising due diligence in respect of the applicant’s background, and satisfying itself as regards adherence to the eligibility criteria for establishing BO/LO/PO, antecedents of the promoter, nature and location of activity of the applicant, sources of funds, etc., and compliance with the extant KYC norms grant approval to the foreign entity for establishing BO/LO/PO in India. The AD Category-I banks may frame appropriate policy for dealing with these applications in conformity with the FEMA Regulations and Directions, However RBI will issue LIN to every BO/LO.

The validity period of an LO:-  

Generally for three years, except in the case of Non-Banking Finance Companies (NBFCs) and those entities engaged in construction and development sectors, for whom the validity period is two years only. The validity period of the project office is for the tenure of the project.

Once  applicant that has received a permission for setting up of a BO/LO/PO shall inform the designated AD Category I bank as to the date on which the BO/LO/PO has been set up. The AD Category I bank in turn shall inform Reserve Bank accordingly. In case an approval granted by the AD bank has either been surrendered by the applicant or has expired without any BO/LO/PO being set up, the AD Category I bank shall inform RBI accordingly.

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How to Incorporate Company in India for Foreign Nationals or Foreign Companies

Doing business in India is getting easier day by day due to e governance and simpler procedures, Companies who intends to start business operations in India can start doing so by registering wholly owned subsidiary companies or joint venture companies in India  

Limits for Foreign Direct Investment(FDI)  : The First thing is to check whether FDI is allowed under automatic route or approval route, if the sector in which company starts operations , 100% FDI is allowed under automatic route , than company is not required any government approval and company has to report to RBI about the foreign Direct Investment in the Company. Most of the Sectors in India are under automatic route. 

KYC of Foreign Nationals and Companies: KYC of foreign company and foreign authorized person is required for Incorporation of Company 

Documents are required from Foreign Companies or Foreign Directors: 

  1. Certificate of Incorporation of Company
  2. Memorandum of Association 
  3. Articles of Association of Company
  4. LLP Agreement, if foreign Company is LP
  5. Board Resolution to Invest in India
  6. Power of Attorney / Board Resolution for  Authorized person to sign documents on behalf of Company 
  7. Copy of Passport of Director
  8. Copy of Utility Bill (Electricity Bill , Telephone Bill etc)

Note : All the above documents should be notarized and Apostle form the country of residence , Apostle is required if the country is party to 
Hague Convention 

Once the KYC of Foreign Directors and Company is received we can proceed further 

Please note that the KYC documents should be obtained in Three Copies.

Selection of Resident Director :

Every Indian Company should have at least one resident Director in India , so the foreign national is required to select the person who is willing to be Director of the company.

Application for Digital Signature:

Digital Signature is required to be obtained from Certifying Authority in India  

Application for Name Approval of the Proposed Company :

Now name approval application is required to be made to MCA for approval of Name of the Company, Once the name is approved , application for Incorporation of the company must be filed within 20 days of incorporation of company.

 Application for Incorporation of Company :

Now Application of Incorporation of company is required to be filed with all the required Information and documents with registrar of companies in India , Once the Application for incorporation is submitted to ROC, the ROC verifies the application and either sent for re submission with some correction or approves the application. Along with Incorporation Application MOA and AOA of the Company is also submitted 

Certificate of Incorporation :

Once the Incorporation Application is approved , the applicant will receive the Certificate of Incorporation of Company on email of the Company , Along with Certificate PAN and TAN will also be allotted to the Company.

Verification of Registered office address of the Company :

If the Company is registered on Communication address than company should file Form INC-22 along with all the documents for verification of Registered Office

Bank Account of the Company :

Once the company is registered, it should now proceed for opening of Bank Account in the name of the Company. Bank Account can be opened with any Bank of your Choice.

Funding of Bank Account with Foreign Investment as Share Subscription amount   

Filing of Form FC -GPR with AD – Bank for Reporting of FDI in Company 

Filing of Form for Commencement of business of the Company ( not effective) 

GST Registration :  Company should apply for GST Registration and Start Issuing GST Invoices to Customers.

Fastlegal Provides business Registration services to Foreign Companies in India , Please email us your requirements at [email protected]

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How to Transfer Shares of Indian Company to Foreign Nationals

In this article we will discuss about transfer of shares of Indian Private Limited Company by resident Indian Person to Person Resident of Another Country.

Please Note that Transfer of Shares to Foreign Nationals will result into foreign Investment in Indian Entity and we need to checkout if the falls within the Foreign Direct Investment (FDI) Limits.

Step by Step Procedure for Transfer of Shares to Foreign Nationals:

  • Checking the FDI Limits
  • Drafting of Share Transfer Agreement
  • Valuation of Shares
  • Inward Remittance of Share Transfer Consideration
  • Execution of Form SH-4
  • Reporting to RBI for Transfer of Shares
  • Approval of Share Transfer by Company

Reporting to RBI for Transfer of shares

RBI has recently introduced a new platform for Reporting of foreign Investment by Indian Companies and Individuals , Companies must be registered as an Entity user and Business user account must be enrolled with Firms Portal of RBI.

Firms Application is single window platform for reporting FDI remittances to AD Category Bank.

Form FC-TRS is required to be filed through Single Master Form (SMF) on firms application by Company, LLP or any individual for transfer of capital instruments by way of sale in accordance with FEMA 20(R), from:

  • a person resident outside India holding capital instruments in an Indian company on a repatriable basis to a person resident outside India holding capital instruments on a non-repatriable basis;
  • a person resident outside India holding capital instruments in an Indian company on non-repatriable basis to a person resident outside India holding capital instruments on repatriable basis;
  • a person resident outside India holding capital instruments in an Indian company on repatriable basis to a person resident in India;
  • a person resident in India holding capital instruments in an Indian company to a person resident outside India holding capital instruments on repatriable basis.

Sale of capital instruments on a recognized stock exchange by a person resident outside India as prescribed in regulation 10(3) of FEMA 20(R) has to be reported by such person in Form FC-TRS.

FC-TRS is not required for:

  1. for transfer of shares of an Indian company from a non-resident holding the shares on non-repatriable basis to a resident and vice versa.
  2. for transfer of shares from a person resident outside India holding capital instruments in an Indian company on a repatriable basis to a person resident outside India holding capital instruments on a repatriable basis
  3. for transfer of shares by way of gift.

The onus of reporting is on the resident (transferor or transferee) or the person resident outside India holding capital instruments on a non-repatriable basis, as the case may be. The form FC-TRS has to be filed with the AD bank within sixty days of receipt/ remittance of funds or transfer of capital instruments whichever is earlier.

Get Fastlegal Support on Share Transfer at [email protected] or call us at +91-9782280098

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LLP Registration in India for Foreign Nationals

LLP (Limited Liability Partnership) is an upgraded form of partnership firm with Limited Liability, In the emerging markets India is among the best markets to Invest.

Foreign Nationals or Foreign Companies wants to setup an Indian Entity may choose to Setup LLP in India instead of Private Limited Company due to operational flexibility as LLP are not compulsory required to hold meeting of partners, less compliance requirements, things work in accordance with LLP Agreement.

Main Features of Indian LLP-

1. Required Minimum 2 Designated partners

2. Investment Friendly 

3. Body Corporate and Benifit of Limited Liablitity 

4. Newly accepted Business Structure 

5. Easy Restructuring 

6. No limit of Maximum Partners

7. Suitable for Startups and Growing Service Sector Companies

8. Cannot access Public Funds

Documents Required For LLP Registration with Foreign Nationals

1. Noterised and Appostiled Copy of Passport for Foriegn Nationals and One Address Proof

2.Noterised and Appostiled Incorporation Documents and Board Resolution for Incorporating LLP in India

3. Passport Photo of all Nominee/ Deignated Partners

4. Latest Bank Passbook/Statement or Electricity/Boradband Bill 

5. Latest utility bill (electric bill/telephone bill) and Rent Agreement or latest tax receipt/ownership deep of the property for the property to be used for registered office

Frequently Asked Questions on LLP Registration in India with Foreign Nationals or Foreign Companies:

1. Can two Foreign Companies form a LLP in India?

Yes, these companies may be appointed as Designated Partners in Indian LLP , also these companies have to nominate one individual as Nominee to act on behalf of Company in India and one of them should be Indian Resident.

2. Can a LLP may be registered without any object?

No, as per Indian laws a LLP must have a lawful object at the time of Incorporation.

3. Is foreign National is required to visit India for registration of LLP?

No, LLP registration is 100% online process, they just need to send scanned copy of documents required and hard copy of documents may be sent later on. 

4. Is the LLP required to hold Compulsory Partners Meeting and if so does foreign national is required to come India for such meetings?

No, LLP is not required to hold partners Meetings during the financial year, partners may held meetings for descision to be carried out for business of LLP, unless the LLP agreement has different provisions LLP meetings are not mandatory. 

5. Can registered office may be situated outside India?

No, it must be situated in India Only.

6. Can a foreign Company register a Wholly Owned Subsidiary LLP in India?

Yes, LLP can have 100 foreign ownership, with the powers of controlling and profit sharing can vests with only signle entity by way of LLP Agreement. 

7. Who is resident in India?

Every Company shall have at least one Designated Partner who has stayed in India for a total period of not less than 182 days in the previous calendar year.

8. Is there is any RBI Compliance required to be done when there is Foreign Capital Inflow in Company?

In Sectors where 100% FDI is allowed under Automatic Route, there is no requirement for RBI Approval but Company is required to make reporting of these transaction to RBI to Authorized Dealer Bank.

9. What documents are required from Foreign National to get Digital Signature and Director Identification Number ?

Notarized or apostiled Copy (if a Commonwealth country) of Passport in support of address and identity proof along with duly.

How to Register LLP in India with Foreign Nationals:

Obtaining Digital Signature of all the Designated Partners of LLP

Digital signature are issued by Certifying Authority in India after due verification of applicant, Digital Signatures are used to electronically sign the documents, it is as valid as normal signature.

Filing Name Approval Application 

Once DIN is Obtained Application for Approval of Name of LLP is Obtained in RUN-LLP to ROC. Name of the proposed LLP should be unique , means if there is already a company , LLP or trademark is registered or applied , the name is simply not available.

Drafting of Incorporation Documents

Once the Name of LLP is approved Subscriber sheet, Consent of Partners form is drafted and than is Signed by all the Partners of LLP. Subscribers sheet should also be attested by Professional like Company Secretary, CA or CMA.

Filing of Incorporation Document to ROC

long with Signed Subscriber sheet, Consent and Registered Office proof documents (Electricity Bill ,Rent Agreement/ Sale Deed  and NOC from Owner ) Form FiLLiP is filed with ROC.

Incorporation of LLP

Once Form FiLLiP gets approved , LLP gets incorporated a Certificate of Incorporation is issued and  LLP Identification Number is Allotted to LLP .

Drafting and Filing of LLP Agreement to ROC

This is Final Stage to Incorporation procedure of LLP.   LLP Agreement is prepared and printed on stamp duty of applicable value and signed by all the partners of LLP alog with signature of 2 witness.   Scanned LLP agreement is now filed with ROC in LLP form 3 within 30 Days of Incorporation of LLP.

Application for PAN and TAN of LLP

Once the LLP is incorporated PAN and TAN of LLP is required to be obtained . PAN is used for Filing LLP Tax Return and while TAN is used for Deduction of Tax while making payments of expenses or services received

Opening of LLP Bank Account

Once all the above is completed the LLP is required to open Bank Account in the name of LLP and Initial Capital contribution brought in by partners is required to be deposited in LLP Bank Account and LLP can start Business operations thereafter.

Reporting of Foreign Direct Investment to RBI through AD Bank

Foreign Direct Investment in LLP is allowed up to 100% where FDI is allowed under automatic route. This covers most of Sectors. Foreign Contribution received in LLP Bank Account is required to be reported to RBI

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