How to Register a Private Limited Company from the USA in India

Expanding business operations to India is an excellent opportunity for foreign entrepreneurs, especially for those in the USA looking to tap into one of the fastest-growing economies. Registering a private limited company in India allows foreign investors to establish a legal entity with limited liability and access to India's vast market. This guide explains the step-by-step process of private limited company registration in India for US-based entrepreneurs.

Why Choose a Private Limited Company in India?

A private limited company is the most preferred business structure in India for foreign investors due to its benefits, including:

• Limited Liability: Shareholders' liability is limited to their investment in the company.
• 100% Foreign Ownership: Foreign Direct Investment (FDI) is allowed under the automatic route in most sectors.
• Separate Legal Entity: The company is a distinct legal entity, ensuring financial and legal separation from its owners.
• Credibility & Growth Opportunities: A private limited company registration provides a strong legal framework, making it easier to attract investors and expand operations.

Step-by-Step Process for Private Limited Company Registration from the USA

Step 1: Choose a Unique Company Name

The first step in private limited company registration is selecting a unique name. The name should comply with the Ministry of Corporate Affairs (MCA) guidelines and should not be identical or similar to existing company names. You can check name availability on the MCA portal and reserve it using the RUN (Reserve Unique Name) service.

Step 2: Obtain a Digital Signature Certificate (DSC)

As US-based entrepreneurs are not physically present in India, they need a Digital Signature Certificate (DSC) to sign electronic documents. The DSC is issued by a Certified Authority (CA) and is essential for filing company registration forms with the MCA.

Step 3: Get a Director Identification Number (DIN)

Foreign directors must obtain a Director Identification Number (DIN) from the MCA. The DIN is required to be appointed as a director in any Indian company. The application is filed through Form DIR-3 with passport and identity proof.

Step 4: Draft and File Incorporation Documents

The next step in private limited company registration involves preparing and submitting the following incorporation documents:

• Memorandum of Association (MOA) – Defines the company's objectives.
• Articles of Association (AOA) – Lays down the internal governance rules.
• Declaration by Directors (Form INC-9)
• Address Proof of Registered Office (Rental agreement or ownership documents).

These documents are filed online with the SPICe+ (Simplified Proforma for Incorporating Company Electronically) form on the MCA portal.

Step 5: Appoint a Local Resident Director (If Required)

As per Indian company law, at least one director must be a resident of India, meaning they should have stayed in India for at least 182 days in the previous financial year. If all the directors are based in the USA, appointing a local director may be necessary to meet this requirement.

Step 6: Apply for PAN and TAN

Once the company is incorporated, it must obtain:

• Permanent Account Number (PAN) – Required for taxation and financial transactions.
• Tax Deduction and Collection Account Number (TAN) – Needed for tax deduction at source (TDS) compliance.

Both PAN and TAN applications can be filed along with the SPICe+ form.

Step 7: Open a Business Bank Account in India

After the private limited company registration, a corporate bank account must be opened in India. The directors can open an account with an Indian bank by submitting:

• Certificate of Incorporation
• PAN card
• Board resolution authorizing the opening of a bank account

Foreign investors may also need to comply with RBI’s Foreign Exchange Management Act (FEMA) regulations while transferring funds into India.

Documents Required for Private Limited Company Registration from the USA

Foreign entrepreneurs must provide the following documents:

For Directors and Shareholders (US-based individuals):

✔ Passport (Notarized and Apostilled)
✔ Address proof (Utility bill, Driver’s License, or Bank Statement)
✔ Recent passport-size photograph
✔ Digital Signature Certificate (DSC)

For the Company’s Registered Office in India:

✔ Lease agreement or ownership proof
✔ NOC (No Objection Certificate) from the landlord

Tax and Compliance Requirements for US Entrepreneurs

After private limited company registration, foreign business owners must comply with Indian tax laws, including:

✅ Filing Annual Returns with the MCA
✅ GST Registration (if applicable)
✅ Income Tax Returns (ITR) Filing
✅ Foreign Direct Investment (FDI) Compliance with RBI

Additionally, if US entrepreneurs earn income from India, they may have tax obligations under the India-USA Double Taxation Avoidance Agreement (DTAA).

Conclusion

Registering a private limited company in India from the USA is a streamlined process under the MCA’s SPICe+ portal. By securing a DSC, DIN, and following compliance guidelines, foreign entrepreneurs can establish a legally recognized company in India. With 100% foreign direct investment (FDI) permitted in most sectors, US-based businesses can take advantage of India’s growing economy and business-friendly policies.

For expert assistance in private limited company registration, consulting professional services can help ensure a smooth and legally compliant incorporation process.