Onesto Legal ยท New Delhi
Structure chosen on tax and control grounds, incorporated by our own lawyers in Delhi, with the registrations, the bank account and the compliance calendar in place before you trade.
We act for foreign companies setting up in India for the first time, and for groups adding an Indian entity to an existing structure.
Registering a company in India is not difficult. Registering the right one is. The structure you file determines what you may legally do, how profits reach the parent, what you are taxed on, who can sign, and how hard it will be to exit if you need to.
The problem
Most of the entity problems we are asked to fix were created on day one, by a decision made in a hurry to get something registered.
Companies routinely pick the cheapest structure to register and discover two years later that it cannot invoice Indian customers, cannot employ people directly, or has created a permanent establishment exposure for the parent company at home.
A liaison office looks attractive because it is light. It also cannot earn a rupee of income in India, which becomes a problem the moment a customer wants to place an order.
Changing structure later means winding one entity up and starting another, with the tax, employment and customer contracts that sit on top of it moved across. It is a year of work to correct a decision that takes an afternoon to make properly.
We make that decision with your tax position, your commercial plan and your exit expectations in the room, and then we file it ourselves.
Choosing a structure
For most European companies that intend to sell, employ or manufacture in India, the answer is a wholly owned subsidiary. The other routes exist for specific reasons, and this is what those reasons are.
| Structure | Can it earn income in India? | Approval route | Typical timeline | Suits you when |
|---|---|---|---|---|
| Wholly owned subsidiaryPrivate limited company | Yes. Full commercial activity, subject to sector FDI rules. | Registrar of Companies. Automatic route for FDI in most sectors. | Around 3 to 6 weeks once documents are apostilled. | You intend to invoice, employ, hold stock or manufacture in India. This is the default answer. |
| Liaison officeRepresentative office | No. Representation and market study only, funded by inward remittance. | Reserve Bank of India, through an authorised dealer bank. | Longer. Allow two to three months for approval. | You want a presence to represent the parent and study the market, with no revenue for now. |
| Branch office | Within a defined scope only. Retail trading is not permitted and manufacturing is restricted. | Reserve Bank of India, through an authorised dealer bank. | Longer. Allow two to three months for approval. | Export and import, consultancy, research or technical support for products supplied by the parent. |
| Project office | Yes, but only for the specific project it was approved for. | Reserve Bank of India, with conditions on how the project is funded. | Varies with the underlying contract. | You have won a single contract in India and do not need a permanent entity. |
| Limited liability partnershipLLP | Yes, within the sectors where it is permitted. | Registrar of Companies. FDI allowed only in sectors with 100 percent automatic route and no performance conditions. | Similar to a subsidiary. | Services businesses with no plan to raise external equity. Lighter compliance than a company. |
| Joint ventureCompany with an Indian partner | Yes. | Registrar of Companies, plus the shareholders agreement that actually governs it. | Weeks to incorporate. Months to negotiate properly. | The sector caps foreign holding, or a local partner brings distribution, licences or land you cannot get alone. |
Timelines assume complete, apostilled or consularised documents from the parent company. Sector specific FDI caps, security clearance requirements and rules for entities from countries sharing a land border with India can change the route entirely, which is the first thing we check.
What we deliver
Handled in house by Onesto Legal. You sign, we file, and nothing is subcontracted to an agent you will never meet.
A written recommendation with the tax, control and exit reasoning set out, so the decision can be taken to your board rather than taken on trust.
Name approval, digital signature certificates, director identification numbers, memorandum and articles drafted for your business rather than pulled from a template, and the incorporation filing itself.
PAN, TAN, GST registration, professional tax and labour registrations where applicable, and an importer exporter code from the DGFT if you will be moving goods.
Corporate bank account opening, the inward remittance of share capital, and the reporting of that investment to the Reserve Bank of India within the prescribed window.
Indian law requires at least one director resident in India. Where you do not yet have one, we advise on how to satisfy the requirement without giving away control of the company.
A registered office address, statutory registers, board and shareholder resolutions, and the company secretarial work that keeps the entity in good standing.
How it runs
The critical path is almost never the filing. It is the apostille of your parent company documents, which is why we ask for those first.
A call on what you intend to do commercially, followed by a written recommendation on structure, shareholding and where to register.
Parent company documents notarised and apostilled in your country, director identification and digital signatures arranged in parallel.
Name checked against the register and existing trademarks, then reserved. We check trademarks at this stage rather than after.
Filing submitted with the memorandum and articles, certificate of incorporation issued, PAN and TAN allotted.
Bank account opened, capital remitted and reported, GST and other registrations completed, compliance calendar handed over.
What we need from you
After incorporation
Common questions
General guidance rather than advice on a particular matter. Requirements, thresholds and timelines change, and sector rules vary.
Start from what you intend to do commercially. If you will invoice Indian customers, employ people, hold stock or manufacture, you need a subsidiary. If you only want a presence to represent the parent and study the market, a liaison office is lighter, but it cannot earn income in India. A branch office sits between the two and is limited to a defined list of activities.
The mistake we see most often is a liaison office opened for cost reasons by a company that fully intends to sell within the year.
For a private limited company with a foreign parent, allow three to six weeks from a complete document set. The filing itself is quick. The delay is almost always getting the parent company's documents notarised and apostilled in the home country, which is why we ask for those on day one.
A liaison or branch office takes considerably longer, because it needs Reserve Bank of India approval through an authorised dealer bank rather than a straight registration.
A company incorporated in India must have at least one director who is resident in India. This is a residence test rather than a nationality test, so a foreign national who spends enough time in India can satisfy it.
Where you do not have a suitable person yet, there are ways to meet the requirement without giving anyone control of the company. We advise on the safe versions of this, and we are direct about the arrangements that are not safe.
There is no prescribed minimum paid up capital for a private limited company. In practice you should capitalise the company for what it actually needs to operate, because thin capitalisation creates problems with banking, with landlords and with credibility in front of customers.
Liaison and branch offices are different: the parent has to meet net worth and profitability conditions before approval will be granted.
In most sectors, yes, under the automatic route, meaning no prior government approval is needed. Certain sectors carry caps, conditions or a requirement for government approval, and separate rules apply to investors from countries sharing a land border with India.
Confirming which route applies to your sector is the first thing we check, because it determines the structure and the timeline.
No. Incorporation is done electronically. Documents are executed in your country, notarised and apostilled, and filed by us in India. Bank account opening occasionally requires a video verification, which we arrange.
Many of our clients complete the entire setup without a trip in the first phase.
The registered office determines your Registrar of Companies, your state level registrations, your professional tax position and, in practice, how easily you can get things done. It does not have to be where your operations will be.
We generally register in Delhi, where our own office is, unless your operations, customers or an industrial incentive point clearly to another state.
The ongoing cost is dominated by compliance rather than incorporation: statutory audit every year regardless of turnover, annual filings, periodic GST and payroll returns, and transfer pricing documentation if there are transactions with the parent.
We give you the annual compliance calendar with the cost of each item before you incorporate, so the running cost is a decision rather than a surprise in month nine.
Yes. Incorporation makes the company exist. It does not make the product sellable. Depending on category you may need BIS certification, FSSAI registration, legal metrology approvals, an importer exporter code or state level permissions, each with its own timeline.
We map those alongside the incorporation rather than after it, so the two run in parallel instead of adding six months at the end.
Onesto Legal
Onesto Legal is the in-house legal practice of Onesto Management Consultancy, operating from our New Delhi office. The people who advise on the structure are the people who file it.
Legal Head
Heads the practice from New Delhi, with day to day conduct of corporate, regulatory and contentious matters.
Advocate
Advocate and founder of Onesto Management Consultancy. Doctoral candidate in International Law at the University of Deusto, Bilbao. Works on cross border structuring.
Advocate
Advocate, co-founder and director. Doctoral candidate in International Law at the University of Deusto, Bilbao. Works on corporate and commercial advisory and regulatory matters.
Related
BIS, FSSAI, legal metrology, importer exporter code and state level approvals.
Read more →The compliance calendar run for you, so the entity stays in good standing.
Read more →Feasibility, state selection, partner search and launch around the new entity.
Read more →Your India office until you have your own, with a named person accountable.
Read more →Write to us
A short note on what you intend to sell or make in India, who will run it, and whether you expect to employ people locally. That is enough for us to tell you which structure fits and what it will take.
We answer from New Delhi and from Bilbao, so European clients are not waiting a day for a reply.
Onesto Legal, Onesto Management Consultancy
New Delhi, India and Bilbao, Spain