Short answer: an Indian private company with a foreign parent or foreign directors is incorporated on the MCA V3 portal through SPICe+ — Part A to reserve the name, Part B to incorporate — filed together with the linked e-MoA, e-AoA and AGILE-PRO-S. The forms are rarely the delay. The delay is the paperwork signed abroad: memorandum pages signed outside India must be notarised, then apostilled or consularised according to the country where they are signed, and every foreign director needs a digital signature certificate (DSC). From a complete document set, 15 to 30 working days is a realistic plan.
Every form below is filed on the Ministry of Corporate Affairs (MCA) V3 portal and processed by the Central Registration Centre (CRC) of the Registrar of Companies (ROC).
| Form | What it does | Notes for a foreign-owned company |
|---|
| SPICe+ Part A | Reserves the name | Can be filed alone first; the name is held for 20 days from approval |
| SPICe+ Part B (INC-32) | Incorporation, DIN allotment, PAN and TAN | DINs for up to three directors who do not yet have one |
| e-MoA (INC-33) and e-AoA (INC-34) | Memorandum and articles | Mandatory where signing happens in India; subscribers signing abroad sign physically and attach attested copies |
| AGILE-PRO-S (INC-35) | EPFO and ESIC codes, bank account, professional tax, optional GSTIN | Mandatory linked form; professional tax is included for Karnataka |
| Director consent and declarations | Consent to act (DIR-2) and the subscriber and director declarations | Signed by each director; attested where signed abroad |
The certificate of incorporation arrives with the company's PAN and TAN already allotted. What has to happen in the weeks after is in the first 90 days of a foreign-owned company.
Rule 13(5) of the Companies (Incorporation) Rules sets three tiers for a subscriber signing outside India:
| Country where the document is signed | What the signature and identity proof need |
|---|
| Commonwealth country | Notarisation by a notary there |
| Hague Apostille Convention country (not Commonwealth) | Notarisation, then an apostille |
| Neither | Notarisation, then authentication by an Indian diplomatic or consular officer (consularisation) |
MCA's FAQ on Indian subsidiaries of foreign companies, published in August 2026, settles the point people argue over: the jurisdiction where the document is signed decides, not the signatory's nationality. Its own examples:
- A US national signing in Malaysia needs notarisation only. Malaysia is in the Commonwealth, so no apostille is needed even though it is a Convention party.
- A South African signing in the United States needs notarisation and an apostille.
- Documents executed in Germany need consularisation, not an apostille, because Germany objected to India's accession to the Convention.
- Documents executed in Dubai need consularisation, as the UAE is not a Convention party.
A foreign national who is in India on a valid business visa may sign in India, in which case the e-MoA and e-AoA are signed digitally and no foreign attestation arises.
The rules set no fixed validity period for notarised or apostilled documents. The constraint that catches people is the two-month freshness limit on address proof, covered below.
| Document | Whose | Attestation |
|---|
| Certificate of incorporation (or equivalent registry extract) | Foreign parent as subscriber | Certified copy; attested with the subscription pages |
| Board resolution of the parent: subscribing for a stated number of shares, naming the authorised representative who signs, nominating the directors, and consenting to use of its name where relevant | Foreign parent | Not required by the rules for the resolution itself, per MCA; commonly attested anyway |
| MoA and AoA subscription pages | Parent (through its representative) and any individual subscriber | Notarised, then apostilled or consularised per the table above |
| Passport | Each foreign director, individual subscriber and the parent's authorised representative | Notarised, then apostilled or consularised |
| Address proof: bank statement, utility bill or driving licence | Same | Attested; statement or bill not older than two months |
| Photograph, email address and mobile number | Each director | Used for DSC, DIN and MCA login |
| Registered office proof: utility bill not older than two months, owner's no-objection, and the rent or leave-and-licence agreement | Indian premises | Signed in India |
Where a subscriber is a national of a country that shares a land border with India, or the parent has beneficial owners there, the investment itself may need approval or DPIIT reporting before shares can be issued. See Press Note 3 after the 2026 amendment.
Digital signature certificate. Each director signs forms with a Class 3 DSC issued by a certifying authority licensed under India's Controller of Certifying Authorities. For a foreign national, the certifying authorities ask for an apostilled or consularised passport and address proof and complete a video verification in which the applicant shows the original passport, with OTPs sent to a foreign mobile number and email address. Allow three to seven working days once the attested documents are ready. Requirements differ slightly between certifying authorities, so confirm the list with the one you use before sending anything to a notary.
Director Identification Number (DIN). Up to three proposed directors without a DIN get one through SPICe+ Part B, on approval of the incorporation. A fourth director, or a director added later, applies separately in DIR-3. A draft amendment to the Incorporation Rules published in April 2026 proposes raising the SPICe+ limit to five; we had not found it notified as at 23 September 2026.
Land-border nationals. A proposed director who is a national of China, Pakistan, Bangladesh, Nepal, Bhutan, Myanmar or Afghanistan needs prior security clearance from the Ministry of Home Affairs through the e-Sahaj portal before a DIN can be allotted. Start this first, because it runs on its own timetable.
Foreign directors also run into a practical problem with their foreign mobile numbers when the portal sends an OTP. MCA has added an IVR route and asks affected directors to raise a helpdesk ticket.
The Registrar applies two tests. The proposed name must be available, meaning not already taken by an Indian company or LLP, and it must pass the resemblance test in Rule 8 even if it is available.
The traps MCA's own FAQ describes:
- Parent name plus 'India' is not automatically distinguishable. If 'Techshine Pvt Ltd' already exists, 'Techshine India Pvt Ltd' can be refused even for the genuine parent. A descriptive word ('Solutions', 'Digital') usually resolves it.
- Parent authority does not override the register. A letter from the parent or its trademark registration does not help against an existing similar Indian name.
- Someone else's trademark. Where an unrelated party holds the word as a registered mark in overlapping classes, expect a request for its no-objection. The Registrar may allow the name without one if the activities do not overlap.
Once approved, the name is held for 20 days. It can be extended to 40 days for ₹1,000 paid within the first 20 days, or to 60 days for ₹2,000 paid within 40 days or ₹3,000 paid within 20. A form sent back for resubmission must be corrected within 15 days, and only one resubmission is allowed. With documents coming from abroad, it usually makes sense to file Part A alone and pay for the extension rather than lose the name.
The company must have a registered office within 30 days of incorporation, and most file the address in SPICe+ itself. Proof is a recent utility bill, the owner's no-objection and the rent or licence agreement. The ROC can physically verify the address under Section 12(9). An address that is a mailbox or a shared-desk agreement the landlord cannot stand behind creates problems later with GST registration and the bank, so choose premises the company can actually receive notices at.
| Stage | Working days | Runs alongside |
|---|
| Settle structure, FDI route, resident director, Press Note 3 | Before anything else | — |
| Sign, notarise and apostille or consularise documents abroad | 5–15 | DSC, name |
| DSCs for foreign directors | 3–7 after attested documents | Name |
| SPICe+ Part A name approval | 2–5 | Documents |
| Drafting MoA, AoA and the parent's resolution | 2–4 | Documents |
| SPICe+ Part B and linked forms processed | 3–7 | — |
| Resubmission, if asked | 3–7 more | — |
15 to 30 working days from a complete document set is realistic. Security clearance for land-border directors, Press Note 3 approval, a name objection or a second courier round for a missing apostille can each add weeks. These are planning estimates, not statutory periods.
The resident director is the item most likely to hold up the whole plan. See the resident director requirement, and for why this structure rather than a branch or liaison office, subsidiary, branch or liaison office.
Incorporation starts several clocks at once: subscription money has to arrive from abroad, the shares have to be reported to the RBI in FC-GPR, and the INC-20A declaration has to be filed within 180 days. The order and dates are in bringing in the share capital and filing FC-GPR.
This note describes the incorporation process on the MCA V3 portal and the attestation rules as MCA stated them in August 2026. It is a general guide, not advice on a particular incorporation. Form versions, name rules and the draft Incorporation Amendment Rules 2026 can change, and certifying authorities set their own DSC checklists, so confirm the current requirements on the MCA portal, and the attestation rule for the country where each document will be signed, before anything is executed.