Incorporation of a New Company with Foreign Director(s) – Step-by-Step Process (India)*

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 *Incorporation of a New Company with Foreign Director(s) – Step-by-Step Process (India)*


As a *Company Secretary*, Seema Mhatre role is central to ensuring smooth incorporation and *FEMA compliance* when foreign citizens are involved as directors or shareholders. Here’s a structured step-by-step guide:


*Step 1: Obtain Digital Signature Certificate (DSC)*

- All proposed directors (including foreign nationals) must obtain a *Digital Signature Certificate (DSC)*.

- Foreign directors need to get their DSC from a *certified authority in India* by submitting apostilled or notarized documents (passport, address proof).


*Step 2: Apply for Director Identification Number (DIN)*

- File *Form DIR-3* for foreign directors (if not already allotted).

- Attach apostilled passport and address proof.

- DIN can also be applied through *SPICe+ Form (INC-32)* at the time of incorporation.


*Step 3: Name Reservation*

- File *SPICe+ Part A* for name approval.

- Ensure the name complies with *Companies Act, 2013* and does not conflict with existing trademarks.


*Step 4: Drafting of Incorporation Documents*

- Prepare *MOA (INC-33)* and *AOA (INC-34)*.

- Foreign directors must sign these documents, and signatures must be *notarized/apostilled* in their country of residence.


*Step 5: Filing Incorporation Form (SPICe+ Part B)*

- File *SPICe+ (INC-32)* with:

    - MOA, AOA

    - Declaration by directors (Form INC-9)

    - Address proof of registered office

    - Details of subscribers and shareholding pattern

- Attach *PAN and TAN application* (auto-generated with incorporation).


*Step 6: Issuance of Certificate of Incorporation (COI)*

- Upon approval, ROC issues *COI with CIN, PAN, and TAN*.

- Company legally comes into existence.


*Step 7: Post-Incorporation Compliance*

- *Form INC-20A (Commencement of Business)* must be filed within *180 days* of incorporation, declaring that subscribers have brought in their share capital.

- Attach:

    - Bank statement showing receipt of subscription money

    - Proof of registered office (if not already filed)


*Step 8: FEMA Compliance (Foreign Investment)*

- When foreign citizens subscribe to shares, ensure compliance with *FEMA, 1999*:

    - *Form FC-GPR*: To be filed with RBI within *30 days* of share allotment to foreign investors.

    - Ensure pricing of shares complies with *valuation norms (fair value as per internationally accepted methodology)*.

    - Funds must be received through *normal banking channels ( inward remittance)*.

- Maintain records of *KYC of foreign investors* (passport, address proof, bank details).


*Step 9: Issue of Share Certificates*

- Allot shares to subscribers (including foreign directors/investors).

- Issue *Share Certificates (Form SH-1)* within *60 days* of allotment.

- Make entries in *Register of Members (MGT-1)* and *Register of Directors and Key Managerial Personnel (DIR-7)*.


*Role of Company Secretary Seema Shashank Mhatre *

- Ensure compliance with *Companies Act, 2013* and *FEMA*.

- Prepare and file all forms with ROC and RBI.

- Maintain statutory registers and records.

- Coordinate with foreign directors for notarization/apostille of documents.

- Advise on *foreign investment limits, sectoral caps, and reporting requirements*.

- Ensure timely filing of *FC-GPR, FC-TRS, and other RBI returns* (if shares are later transferred).


CONTACT 

Seema Shashank Mhatre 

Company secretary 

9821412594

Mail id : csseemamhatre@gmail.com



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