Company Registration in India for NRIs: 2026 Guide

Company registration in India for an NRI is fully permitted: a non-resident Indian can incorporate and own 100% of an Indian private limited company, LLP or one person company without an Indian partner, and can do it remotely. The two decisions that matter are whether you invest on a repatriation or non-repatriation basis, and who acts as the resident director the Companies Act requires. Get those right and the rest is paperwork.

This guide is written for Indian citizens living abroad, especially founders based in the UAE and the UK, who want an Indian operating company for a product, a services team or a family business. If you are a foreign company rather than an individual NRI, our guide on how to set up a company in India as a foreign business is the better starting point.

Key points

• NRIs and OCIs can own 100% of an Indian company in sectors open to automatic-route foreign investment; no prior approval is needed for most businesses.
• Investing on a repatriation basis is treated as foreign direct investment (FDI): you can take capital and gains out, but you must follow pricing rules and file FC-GPR within 30 days of issuing shares.
• Investing on a non-repatriation basis under Schedule IV is treated as domestic investment: fewer filings, but capital and gains can only be credited to an NRO account.
• Every company needs at least one director who stays in India for 182 days or more in the financial year. An NRI founder usually cannot fill that seat without putting their own tax status at risk.
• Dividends you take out are taxed in India; a UAE-resident NRI can generally claim the 10% India–UAE treaty rate with a tax residency certificate.

Can an NRI set up a company in India?

Yes. Nothing in the Companies Act, 2013 or India's foreign exchange rules stops a non-resident Indian from being a shareholder and director of an Indian company. The Reserve Bank of India's Master Direction on Foreign Investment in India (last updated 15 June 2026) sets out two routes for an NRI: investment on a repatriation basis, which is treated like any other FDI, and investment on a non-repatriation basis under Schedule IV of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, which is treated as domestic investment.

What an NRI cannot do is ignore sector rules. Under the repatriation route, the normal FDI caps and approval requirements apply, so defence, insurance, multi-brand retail and similar regulated sectors carry limits or need government approval. Under the non-repatriation route, the investee company must not be engaged in agricultural or plantation activity, real estate business (dealing in land or transferable development rights) or construction of farmhouses. For most software, consulting, trading, manufacturing and e-commerce marketplace businesses, neither restriction bites.

One correction to a claim repeated on several filing-service websites: the resident director does not have to be an Indian citizen. Section 149(3) of the Companies Act, 2013 only requires that the person stayed in India for at least 182 days during the financial year. Nationality is irrelevant.

Which structure should an NRI choose: private limited, LLP or OPC?

A private limited company is the default for an NRI who plans to hire, raise capital or eventually sell. An LLP suits a professional or advisory practice with a few partners. A one person company (OPC) suits a solo NRI founder testing an idea, but it has limits that usually force a conversion later.

Factor	Private limited company	LLP	One person company
Minimum owners	2 shareholders	2 partners	1 member (must be an Indian citizen)
Minimum directors / designated partners	2, at least one resident in India	2 designated partners, at least one resident in India	1 director; resident director rule still applies
NRI foreign investment route	Automatic route in most sectors	Automatic route only in sectors with 100% automatic-route FDI and no FDI-linked conditions	Open to NRIs since the Companies (Incorporation) Second Amendment Rules, 2021
Raising equity from investors	Straightforward (shares, ESOPs, convertible notes)	Difficult; investors rarely take LLP interests	Not possible without converting
Best for	Product companies, services teams, anything that may raise money or be sold	Consulting and professional practices	Solo founders at the earliest stage

The OPC change in 2021 is worth understanding. Before the Ministry of Corporate Affairs notified the Companies (Incorporation) Second Amendment Rules, 2021, only resident Indian citizens could form an OPC. From 1 April 2021, any natural person who is an Indian citizen, resident or not, can form one, and the residency test for OPC purposes was cut from 182 to 120 days. OCI cardholders who are foreign citizens still cannot form an OPC, because the member must be an Indian citizen.

Repatriation vs non-repatriation: which route should an NRI use?

Choose the repatriation route if there is any realistic chance you will want the capital or sale proceeds outside India. Choose non-repatriation only when the money is Indian money that will stay in India, for example NRO balances from Indian income, and you value lighter compliance over exit flexibility.

Question	Repatriation basis (FDI)	Non-repatriation basis (Schedule IV)
How is it treated?	Foreign direct investment	Deemed domestic investment, at par with residents
Where can the money come from?	Inward remittance from abroad, or NRE / FCNR(B) accounts	NRE, FCNR(B) or NRO accounts
Can capital and gains leave India?	Yes, subject to tax	No; sale proceeds go to the NRO account, from which capital remittances are capped at USD 1 million per financial year
Share pricing	Not below fair value certified by a Chartered Accountant or valuer under an internationally accepted method	No FDI pricing guidelines
RBI reporting	FC-GPR within 30 days of issuing shares; annual FLA return	No FC-GPR
Sector rules	Normal FDI caps and approval routes	No agriculture, plantations, real estate business or farmhouses
Effect on the company's later investments	Counts as foreign; downstream investments count as indirect foreign investment	Not counted as foreign

Two timing rules from the RBI Master Direction catch NRIs out on the repatriation route. Shares must be issued within 60 days of receiving the money; if not, the amount must be refunded within 15 days after that. And Form FC-GPR must be filed on the RBI's FIRMS portal within 30 days of the share issue. Late filings can be regularised with a late submission fee, but they create a record that banks and later investors will ask about in due diligence.

Current income on a non-repatriation investment, such as dividends, can generally be remitted abroad from an NRO account after tax. It is the capital and its appreciation that stay locked behind the NRO route and its annual limit.

The resident director rule: the decision that matters most

Every Indian company must have at least one director who has stayed in India for 182 days or more during the financial year, proportionately in the year of incorporation, under section 149(3) of the Companies Act. For a founder who lives in Dubai or London, that seat almost always has to go to someone else.

The reason is not company law but tax. Spending 182 days in India in a financial year makes you resident for Indian income tax, which brings your worldwide income into the Indian tax net for that year (subject to the not-ordinarily-resident rules). An NRI founder who tries to qualify as the resident director is trading their own tax position for a filing convenience. We explain how that slide happens in our guide to moving to Dubai from India and tax residency.

Practical options for the resident director seat:

• A family member living in India. Common and cheap, but they take on statutory liability as a director, so they should understand the role and see the accounts.
• A senior hire, such as the head of operations or finance. This is usually the strongest option once the company has real staff, because the director genuinely knows the business.
• A professional or nominee director from a corporate services firm. This works at the start, but read our note on nominee directors and shadow control first: a director who signs without knowing the business protects nobody.

Whoever holds the seat, put a shareholders' agreement and board reserved matters in place so the NRI owner keeps control of hiring, banking mandates, borrowing and share issues.

How does the NRI founder's own tax residency change?

Owning an Indian company does not make you tax resident in India, but the income it pays you and the time you spend overseeing it can. Three rules from the Income Tax Department's residence tests, carried into the Income-tax Act, 2025 that took effect on 1 April 2026, matter here.

1. 182 days. Stay in India for 182 days or more in a financial year and you are resident.
2. 120 days. An Indian citizen or person of Indian origin visiting India whose Indian income (excluding foreign-source income) exceeds ₹15 lakh is resident if they spend 120 days or more in India in the year and 365 days or more over the previous four years. Such a person is generally treated as not ordinarily resident, but they lose the clean NRI position.
3. Deemed residency. An Indian citizen with Indian income above ₹15 lakh who is not liable to tax in any other country by reason of domicile or residence is deemed resident in India.

The third rule is the live question for founders in the UAE, which has no personal income tax. Once your Indian company starts paying meaningful dividends or salary, your Indian income can cross ₹15 lakh, and how the deemed-residency test applies to a UAE resident depends on the facts. A UAE tax residency certificate is useful evidence of where you live, and you should plan your days in India and your remuneration with the deemed-residency test in mind rather than discover it at filing time.

How to register a company in India as an NRI: step by step

The whole process is online through the MCA's SPICe+ form, and the NRI does not need to travel to India. The steps are:

1. Decide the structure, route and shareholding. Private limited, LLP or OPC; repatriation or non-repatriation; who holds the resident director seat; and whether you will hold the shares personally or through an overseas company.
2. Obtain a Digital Signature Certificate (DSC) for each director and subscriber. NRIs typically use their Indian passport and overseas address proof.
3. Get documents notarised and legalised. Identity and address documents signed abroad generally need notarisation and then apostille or attestation by the Indian mission, depending on the country. Allow time for this; it is usually the slowest step.
4. Reserve the name through SPICe+ Part A.
5. File SPICe+ Part B with the memorandum and articles, director consents and declarations. DINs for up to three directors, PAN and TAN are issued through the same filing, along with linked forms for GST and other registrations where opted.
6. Open the company's bank account and receive the share capital from the right source: inward remittance or NRE/FCNR(B) for repatriation, or NRE/FCNR(B)/NRO for non-repatriation.
7. Issue shares within 60 days of receiving funds and, on the repatriation route, file FC-GPR within 30 days of the issue, backed by a valuation certificate and the bank's foreign inward remittance documentation.
8. Set up the first-year compliance calendar: auditor appointment within 30 days of incorporation, commencement of business declaration, board meetings, statutory registers, annual accounts and returns, income tax and, for repatriation-route companies, the FLA return to the RBI each year.

How much does company registration in India for an NRI cost?

The government fee is low; the real cost is professional time, document legalisation and the resident director. Under the MCA's fee schedule, SPICe+ incorporation carries nil filing fee for companies with authorised capital up to ₹15 lakh. Stamp duty on the memorandum and articles is payable on top and varies by state. You will also pay for DSCs, notarisation and apostille or consular attestation in your country of residence, and a valuation certificate if you invest on the repatriation route.

The costs that are easy to underestimate are recurring: annual statutory audit, MCA and income tax filings, FEMA reporting, and the fee or salary of a resident director. Budget for those before choosing a structure, because a company that is cheap to form but neglected after year one becomes expensive to put right.

Worked example: a Dubai-based NRI founder

Ravi is an Indian citizen who has lived and worked in Dubai for six years. He wants a private limited company in Pune with eight developers to build software that his Dubai consultancy sells to Gulf clients. He will put in ₹50 lakh of share capital.

• Route. He may sell the business or move the capital later, so he invests on a repatriation basis, remitting from his UAE bank account. The company obtains a fair value certificate, issues shares within 60 days and files FC-GPR within 30 days of the allotment.
• Directors. Ravi is one director. His Pune engineering lead, who lives in India, is the second and holds the resident director seat. Board reserved matters give Ravi control of banking, hiring above a set salary and any new share issue.
• Intercompany pricing. Because Ravi's Dubai company buys the Pune company's development services, the two are associated enterprises. The Indian company needs an arm's length markup on its costs, documented under India's transfer pricing rules. Our guide to transfer pricing for India–UAE groups covers how mid-sized groups set this up.
• Taking profit out. In year three the company declares a ₹30 lakh dividend after paying Indian corporate tax. Under the India–UAE DTAA, tax on dividends to a beneficial owner resident in the UAE is capped at 10%, so ₹3 lakh is withheld if Ravi provides a UAE tax residency certificate and the prescribed declarations. Without treaty documentation, the domestic rate of 20% plus surcharge and cess applies, at least ₹6 lakh. See our India–UAE DTAA guide for how the claim works.
• Ravi's own status. His Indian income in that year is now ₹30 lakh, above the ₹15 lakh threshold. He keeps his India visits well under 120 days and holds his UAE tax residency certificate, and he takes advice on the deemed-residency test before the dividend is declared, not after.

If Ravi had invested from his NRO account on a non-repatriation basis, he would have skipped the valuation and FC-GPR, but a later sale of the Pune company would have put the proceeds into his NRO account, with capital remittances abroad capped at USD 1 million a year.

Should an NRI hold the Indian company personally or through an overseas company?

Personal ownership is simplest and suits most single-business founders. Holding through a UAE or UK company makes sense when the overseas company has real substance and a commercial role, for example when it is the group's contracting and sales entity, or when several operating companies and investors sit under one roof.

An overseas holding company changes the picture: the investment becomes FDI by a foreign company (the non-repatriation route is not available), dividends flow to the holding company under that country's treaty with India, and control and substance tests apply to the holding company itself. We cover the trade-offs in who should own your Dubai company and holding vs operating companies. Do not add a holding layer just because it looks tidier; an empty holding company invites the treaty-abuse and substance questions discussed in our note on economic substance.

Common mistakes NRIs make when registering an Indian company

• Funding from the wrong account. Money from an NRO account cannot support a repatriation-basis investment. Fixing this later means unwinding and re-issuing shares.
• Missing the 60-day and 30-day clocks. Shares not issued in 60 days must be refunded, and late FC-GPR filings follow the company into every bank and investor review.
• A resident director in name only. A director who never sees the accounts gives no real comfort, and the NRI owner remains exposed if things go wrong.
• Ignoring personal residency. Long working visits to set up the team plus a large dividend can push a founder over the 120-day or deemed-residency lines.
• No transfer pricing between the founder's companies. If your overseas business buys from your Indian company, the price must be arm's length and documented from the first invoice.
• Choosing an OPC or LLP when you plan to raise money. Converting later costs time and filings; start as a private limited company if outside investors are likely.

When an NRI should not set up an Indian company

An Indian company is not always the answer. If you only need a few people in India, an employer of record in India can employ them without an entity, at least until the team grows. If you are selling services to Indian clients from abroad occasionally, invoicing from your overseas business may be enough, though you should check whether your activity in India creates a permanent establishment. And if your plan is to move back to India within a year or two, it can be cleaner to wait and incorporate as a resident than to unwind NRI-specific arrangements.

How Greenwolf helps NRI founders

Greenwolf Advisors works with founders and family businesses across the India, UAE and UK corridors. For NRIs setting up in India we start with the commercial design: what the Indian company will do, who it will sell to, where the founder lives and how profits will move. Then we choose the entity and investment route, structure the resident director and board controls, handle incorporation and FEMA reporting, and set up the transfer pricing and compliance calendar that keep the structure clean. Our India–UAE services corridor page shows how this fits with a Dubai-based business.

If you are an NRI planning an Indian company, talk to our corporate services team or book a consultation before you remit the first rupee of capital.

This article is general information, not advice for a specific case.