
The cost of setting up a company in India is low at the incorporation stage and higher every year after. For a private limited company with authorised capital up to ₹15 lakh, the Ministry of Corporate Affairs charges no SPICe+ filing fee, so a foreign-owned subsidiary can usually be incorporated for well under ₹1 lakh including professional fees. Running it costs more: audit, filings, tax returns, transfer pricing and a resident director typically add ₹1.5 lakh to ₹4.6 lakh or more a year on 2026 market rates.
Most cost guides stop at incorporation. This one separates official government fees from market rates, sets out a worked first-year budget for a UK parent, compares the cost of a subsidiary, LLP, branch and liaison office, and explains the 2026 tax changes that affect what a foreign-owned company pays its advisers. If you want an itemised quote for your own structure, our corporate services team prices India entry for UK, UAE and US businesses.
Split the bill into three parts: what the government charges, what professionals charge, and what the company costs to keep alive each year. Only the first is fixed by law.
| Cost bucket | Typical amount | Who sets it |
|---|---|---|
| MCA incorporation fee (SPICe+), authorised capital up to ₹15 lakh | Nil | Companies (Registration Offices and Fees) Rules, 2014, as amended |
| Name reservation through RUN, if filed separately | ₹1,000 | MCA |
| Stamp duty on the MoA and AoA | Varies by state; Stratrich's 2026 guide puts most cases at ₹2,000 to ₹7,000 | State stamp laws |
| Digital signature certificates | VJM Global lists ₹3,814 per foreign director (2026) | Market (certifying authorities) |
| Professional incorporation fee, including FEMA work | ₹25,000 to ₹60,000+ for full-service firms (VJM Global, 2026) | Market |
| Annual running cost from year two | About ₹1.5 lakh to ₹4.6 lakh+ (see worked example) | Market, driven by legal obligations |
The MCA fee rises with authorised capital above ₹15 lakh, so there is no reason to authorise more capital than the company needs in its first year or two. Authorised capital can be increased later by filing with the Registrar.
This distinction matters because most rankings and agency packages mix the two. Official costs are the same whoever files for you. Market costs vary by firm, by city and by how much work is included.
Assume a UK company sets up a wholly owned private limited subsidiary in India to run a small delivery team. It appoints two UK-based directors and uses a professional resident director, authorises ₹10 lakh of capital, and expects to invoice its parent for services. Official figures come from MCA, RBI and gov.uk; market figures are taken from VJM Global's and Stratrich's 2026 cost guides and are shown as ranges because firms price differently.
| Item | Low (₹) | High (₹) | Basis |
|---|---|---|---|
| One-off setup | |||
| SPICe+ MCA fee (₹10 lakh capital) | 0 | 0 | Official |
| State stamp duty on MoA and AoA | 2,000 | 7,000 | State law; range from Stratrich 2026 |
| DSCs: two foreign directors and one resident director | 8,400 | 9,600 | VJM Global and Stratrich 2026 |
| Name reservation (RUN) | 1,000 | 1,000 | Official |
| PAN and TAN | 1,100 | 1,100 | VJM Global 2026 |
| Professional incorporation fee, FEMA and FC-GPR | 25,000 | 60,000 | VJM Global 2026 (full-service tier) |
| Setup subtotal in India | about 37,500 | about 78,700 | |
| Plus UK apostilles: six documents (passport and address proof for two directors, the parent's certificate of incorporation and board resolution) at £45 each is £270, or £210 by e-Apostille, before notary fees | |||
| Annual running cost | |||
| Resident director service | 30,000 | 80,000 | VJM Global 2026 |
| Bookkeeping (₹1,000 to ₹10,000 a month) | 12,000 | 1,20,000 | Stratrich 2026 |
| Statutory audit | 35,000 | 50,000+ | VJM Global 2026 |
| ROC annual filings (AOC-4, MGT-7) | 5,000 | 10,000 | VJM Global 2026 |
| Income tax return | 10,000 | 20,000 | VJM Global 2026 |
| GST returns | 15,000 | 30,000 | VJM Global 2026 |
| Transfer pricing documentation and accountant's report | 40,000 | 1,50,000+ | VJM Global 2026 |
| Annual subtotal | about 1,47,000 | about 4,60,000+ | |
Two conclusions follow. First, the annual cost is roughly four to six times the setup cost, so a quote that looks cheap for incorporation tells you little about what you will spend. Second, the largest swing items are bookkeeping and transfer pricing, both of which depend on how many transactions the subsidiary has with its parent. A captive team billing its parent monthly on a cost-plus basis needs clean intercompany records from day one.
The budget excludes office rent, salaries, employer registrations such as provident fund, state professional tax and any sector licences, which depend on the business rather than the entity.
Entity choice changes both the setup bill and what the Indian presence is allowed to do. The setup ranges below are VJM Global's 2026 figures; the eligibility rules come from the RBI.
| Option | Setup cost range | What it can do | Main conditions |
|---|---|---|---|
| Wholly owned subsidiary (private limited) | ₹25,000 to ₹80,000+ | Full commercial activity in sectors open to FDI | One resident director; FC-GPR within 30 days of share allotment |
| LLP | ₹15,000 to ₹40,000 | Full activity where FDI in LLPs is permitted under the automatic route | At least one resident designated partner; narrower FDI eligibility than a company |
| Branch office | ₹50,000 to ₹1,50,000+ | Limited activities such as export and import, consultancy and representing the parent | RBI route through an AD bank; profit-making track record in the previous five years and net worth of at least USD 100,000 |
| Liaison office | ₹50,000 to ₹1,50,000+ | Representation and liaison only; it cannot earn income in India | Profit-making track record in the previous three years and net worth of at least USD 50,000 |
A branch is also taxed differently. A foreign company's Indian branch pays tax at a 35% base rate, reduced from 40% by the Finance (No. 2) Act, 2024, while a domestic subsidiary that opts for the concessional regime pays 22% plus a 10% surcharge and 4% cess, an effective 25.168%. For most foreign businesses planning to trade or employ people, the subsidiary is both cheaper to run and more flexible. Our guide on how to set up a company in India as a foreign business covers the entity choice in more depth.
Every Indian company, however small, must have its accounts audited, hold an annual general meeting, file financial statements and an annual return with the Registrar, and file a corporate tax return. A foreign-owned company adds foreign investment reporting and, almost always, transfer pricing.
Missing these dates is where cheap setups become expensive. The ₹100 per day late fee for each annual MCA form has no cap, so a company that skips two years of filings can owe more in late fees than it paid to incorporate.
India's Income-tax Act, 2025 and the Income-tax Rules, 2026 came into force on 1 April 2026. For foreign-owned subsidiaries the most visible change is in transfer pricing reporting. The accountant's report previously filed in Form 3CEB is replaced by Form No. 48 from tax year 2026-27, according to the Income Tax Department's FAQs on forms under the 2026 Rules and KPMG's March 2026 summary. FY 2025-26 is the last year reported in Form 3CEB, due on 31 October 2026.
The practical point for budgeting is that the report is required whenever the company has an international transaction with an associated enterprise, whatever its size. Under the 1962 Rules, detailed transfer pricing documentation was not required where the aggregate value of international transactions did not exceed ₹1 crore, but the accountant's report itself still had to be filed. Some cost guides conflate the two and suggest small subsidiaries need no transfer pricing work at all. That is wrong for any subsidiary that bills or is funded by its parent. Our transfer pricing services in India guide explains what the work involves and what it should cost.
The Indian side costs the same whatever the parent's country. What changes is the cost of preparing documents abroad and the tax treatment of money flowing back.
UK businesses comparing options will also find our UK to India corridor page useful, and Indian-origin founders living abroad should read our separate guide to company registration in India for NRIs.
An entity is a fixed annual cost. It is the wrong first step when:
It is the right step when you expect a permanent team, need to own the capability and IP, want to invoice Indian customers, or are building a global capability centre in India.
The setup fee is the smallest number in an India entry decision. What matters is whether the structure fits the business: how the Indian company will be paid, how profits will return to the parent, who makes decisions and where, and whether the team creates tax exposure for the parent. Design that first and the compliance budget follows naturally. Choose the cheapest incorporation package first and you will often pay again to fix the transfer pricing, the FEMA reporting or the entity type.
Greenwolf Advisors helps UK, UAE and US businesses choose the right Indian entity, incorporate it, complete FEMA reporting and keep audit, tax and transfer pricing compliance on schedule. Speak to our team for an itemised three-year budget for your India setup.
This article is general information, not advice for a specific case. Fees change: confirm current government fees on the MCA portal and professional fees in writing before you commit.
Author – Team Greenwolf
30 October, 2026 | 11 Min Read
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