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Setting up a New Business/Venture

Choosing the right legal structure is the single most important decision a promoter or foreign investor makes before starting operations in India. The choice affects liability, taxation, compliance burden, ability to raise funds, and how easily the entity can be wound up later.
We provide end-to-end setting up new business/venture and entity-setup services for domestic and foreign promoters looking to establish a presence in India - combining ROC/MCA procedural expertise with tax-efficient structuring advice. We also covers Startup India registration, trademark and patent protection, MSME (Udyam) registration, startup finance options, and the SME IPO route for growth-stage companies looking to list.

1. Private Limited Company

Best suited for: Startups, businesses planning to raise VC/PE funding, and promoters who want limited liability with a scalable structure.

Key Features

• Minimum 2 directors and 2 shareholders (can be the same individuals); maximum 200 shareholders
• Limited liability protection for shareholders
• Perpetual succession, separate legal entity
• Easier to raise equity funding compared to LLP/partnership

Initial Requirements / Steps

• Digital Signature Certificate (DSC) for proposed directors
• Director Identification Number (DIN) for directors
• Name reservation with Central Registration Centre (CRC) is a specialized, nationwide unit of the Ministry of Corporate Affairs (MCA)
• Drafting of Memorandum of Association (MOA) and Articles of Association (AOA)
• Filing forms for incorporation along with registered office address proof
• Certificate of Incorporation (COI) issued along with PAN and TAN
• Opening of current bank account
• GST registration (if turnover exceeds threshold or voluntary registration desired)
• Shops & Establishment registration (state-specific)
• Professional Tax registration (where applicable)
• Statutory registers, share certificates, and first board meeting within 30 days of incorporation

2. One Person Company (OPC)

Best suited for: Solo entrepreneurs who want a corporate structure and limited liability without needing a co-founder.

Key Features

• Single member and single director (nominee required)
• Limited liability, separate legal entity
• Restrictions on conversion to a private/public company beyond certain turnover/capital thresholds

Initial Requirements

Same broad process as a Private Limited Company: DSC, DIN, name approval, MOA/AOA (with nominee consent – Form INC-3), SPICe+ filing, PAN/TAN, registered office proof, GST (if applicable), bank account opening, Shops & Establishment/Professional Tax registration as applicable.

3. Public Limited Company

Best suited for: Larger businesses planning to raise capital from the public, list on a stock exchange in future, or requiring a wider capital base and higher public credibility.

Key Features

• Minimum 7 shareholders and 3 directors; no upper limit on number of shareholders
• Can raise capital from the public through issue of shares/debentures, subject to SEBI regulations if listed
• Higher compliance obligations — mandatory independent directors, audit committee, and stricter disclosure norms beyond a certain size
• Shares are freely transferable, offering better liquidity to shareholders

Initial Requirements / Steps

• DSC and DIN for all proposed directors
• Name reservation with Central Registration Centre (CRC) is a specialized, nationwide unit of the Ministry of Corporate Affairs (MCA)
• Drafting of MOA and AOA suited to a public company structure
• Filing forms for incorporation along with registered office address proof
• Certificate of Incorporation, PAN and TAN issuance
• Commencement of Business certificate (Form INC-20A) — mandatory before a public company can start operations or exercise borrowing powers
• GST registration, Shops & Establishment registration, and Professional Tax registration as applicable
• Appointment of statutory auditor within 30 days of incorporation
• If proposing to list, engagement with a merchant banker/SEBI-registered intermediary and compliance with SEBI (ICDR) Regulations at the appropriate stage

4. Limited Liability Partnership (LLP)

Best suited for: Professional services firms, consultancies, and businesses seeking lower compliance costs than a company while retaining limited liability.

Key Features

• Minimum 2 designated partners (at least one resident in India)
• Liability limited to the partner's agreed contribution
• Lower compliance and audit thresholds compared to companies
• No concept of share capital; governed by the LLP Agreement

Initial Requirements / Steps

• DSC and DIN/DPIN for designated partners
• Name reservation via RUN-LLP
• Filing of FiLLiP (incorporation form) with MCA
• Drafting and filing of the LLP Agreement (Form 3) within 30 days of incorporation
• PAN and TAN application
• Registered office address proof
• GST registration (as applicable)
• Opening of current bank account
• Shops & Establishment / Professional Tax registration as applicable

5. Partnership Firm / Joint Ventures

Best suited for: Small, closely-held businesses where partners are comfortable with unlimited personal liability and minimal compliance.

Key Features

• Governed by the Indian Partnership Act, 1932
• No separate legal identity from partners; unlimited liability
• Registration with the Registrar of Firms is optional but strongly recommended (unregistered firms cannot sue third parties)

Initial Requirements / Steps

• Drafting of Partnership Deed (stamped as per state stamp duty laws)
• Registration with the Registrar of Firms (optional but advisable) – Form 1 application
• PAN application in the name of the firm
• TAN (if TDS deduction applicable)
• GST registration (as applicable)
• Registered office/place of business proof
• Opening of current bank account in the firm's name
• Shops & Establishment registration and other local licenses as applicable

6. Wholly Owned Subsidiary (WOS) of a Foreign Company

Best suited for: Foreign parent companies wanting full ownership and control of their Indian operations, typically via a private limited company structure.

Key Features

• 100% shareholding held by the foreign parent (subject to sector-specific FDI caps)
• Most common vehicle: Private Limited Company under the Companies Act, 2013
• Governed simultaneously by Companies Act and FEMA (Foreign Exchange Management Act) regulations

Initial Requirements / Steps

• Determine eligibility of the sector under the FDI Policy — Automatic Route or Government Approval Route
• Incorporate as a Private Limited Company (DSC, DIN, name approval, MOA/AOA, SPICe+ filing as above)
• Drafting of shareholder agreement and share subscription documentation between the foreign parent and the Indian subsidiary
• Receipt of foreign investment through banking channels (via AD Category-I bank)
• Reporting of foreign investment to the RBI through Form FC-GPR within 30 days of share allotment
• PAN, TAN, registered office proof, GST registration, and bank account opening (as in Private Limited Company process)
• Compliance with sectoral conditions/caps, pricing guidelines, and downstream investment rules if applicable
• Ongoing FEMA/FDI compliance filings alongside standard MCA annual filings

7. Foreign Company Structures — Branch Office / Liaison Office

Best suited for: Foreign companies wanting a direct India presence without incorporating a separate Indian legal entity - typically for representative, liaison, or specific permitted commercial activities.

Types

• Liaison Office (LO): Acts purely as a communication/representation channel; cannot undertake any commercial/revenue-generating activity
• Branch Office (BO): Can undertake permitted commercial activities such as export/import of goods, rendering professional/consultancy services, research work, and acting as a buying/selling agent, subject to RBI conditions

Initial Requirements / Steps

• Approval from the Reserve Bank of India (RBI) through an Authorised Dealer (AD) Category-I bank, under FEMA regulations
• Track record and net worth criteria of the foreign parent company (as prescribed by RBI)
• Registration with the Registrar of Companies (RoC) under Section 380 of the Companies Act, 2013 (Form FC-1) within 30 days of setting up a place of business in India
• Registered office address proof in India
• PAN and TAN application for the Indian office
• Opening of a designated bank account with the AD bank
• GST registration (for Branch Office, where applicable)
• Ongoing compliance: Annual Activity Certificate (AAC) certified by a Chartered Accountant, filing of Form FC-3 (annual return of foreign company) with RoC, and annual filings with the RBI/AD bank
• Renewal of RBI approval as applicable (particularly for Liaison Offices, typically valid for 3 years)

8. Project Office

Best suited for: Foreign companies executing a specific contract or project awarded by an Indian company, without needing a permanent presence.

Key Features

• Temporary establishment restricted to the scope, duration, and location of the specific project
• Automatically permitted where the project is funded by inward remittance, or funded by a multilateral/bilateral international financial institution, or the contract has been cleared by the appropriate authority, or is awarded to the foreign company by an Indian company that has secured a term loan from a public financial institution/bank for the project

Initial Requirements / Steps

• Approval from RBI through the AD Category-I bank (automatic route if conditions are met; otherwise approval route)
• Registration with the Registrar of Companies (Form FC-1) as a place of business of a foreign company
• Registered/project office address proof at the project site or a suitable business address
• Opening of a designated project bank account with the AD bank for all project-related transactions
• PAN and TAN application
• GST registration for the project office (as applicable, particularly if it qualifies as a separate place of business/distinct person under GST)
• Ongoing compliance during the project term: periodic reporting to the AD bank, Annual Activity Certificate, FC-3 filing with RoC
• On project completion: closure formalities including surrender of registrations, submission of an Auditor's Certificate confirming completion, tax clearance, and RBI/AD bank approval for remittance of the winding-up proceeds back to the foreign parent

9. Startup India Registration (DPIIT Recognition)

Best suited for: Newly incorporated entities (Private Limited Company, LLP, or Partnership) that are innovating, developing, or improving products/services/processes, and want access to tax benefits, easier compliance, and government support programmes.

Eligibility

• Entity incorporated as a Private Limited Company, LLP, or Registered Partnership Firm
• Not older than 10 years from the date of incorporation
• Annual turnover not exceeding the prescribed threshold (currently ₹100 crore) in any financial year since incorporation
• Working towards innovation, development, or improvement of products, processes, or services, or a scalable business model with high potential for employment/wealth creation
• Not formed by splitting up or reconstructing an existing business

Initial Requirements / Steps

• Incorporate the entity (Pvt Ltd / LLP / Partnership) as the first step
• Create a profile on the Startup India portal and apply for DPIIT (Department for Promotion of Industry and Internal Trade) recognition
• Submit incorporation certificate, brief write-up on the innovative nature of the business, and details of directors/partners
• Receipt of DPIIT Recognition Certificate and Startup Recognition Number
• Apply separately for Income Tax exemption under Section 80-IAC (3-year tax holiday) and Section 56 (Angel Tax) exemption, where eligible, through the Startup India portal
• Access to self-certification under labour and environmental laws, fast-track patent examination with rebate on fees, relaxed public procurement norms, and easier winding-up process

10. Trademark Registration

Best suited for: Any business wanting to protect its brand name, logo, tagline, or other distinctive mark from unauthorized use by competitors, and to build long-term brand equity.

Key Features

• Registered under the Trade Marks Act, 1999, administered by the Controller General of Patents, Designs and Trade Marks (CGPDTM)
• Grants exclusive right to use the mark for the registered goods/services class, valid for 10 years and renewable indefinitely
• Marks can include word marks, logos, taglines, sound marks, and in some cases, colour combinations or shapes

Initial Requirements / Steps

• Conduct a trademark search on the IP India public search portal to check availability and avoid conflict with existing marks
• Determine the appropriate class(es) under the NICE Classification (45 classes covering goods and services)
• Filing of application (Form TM-A) with the Trade Marks Registry, either as an individual/startup/small enterprise (concessional fees) or as other entities
• Examination by the Registry and publication in the Trade Marks Journal for opposition (4 months opposition window)
• Registration certificate issued if no opposition is filed or opposition is resolved in the applicant's favour
• Ongoing renewal every 10 years and monitoring for infringement

11. Patent Registration

Best suited for: Businesses with a novel invention, product, or process that is new, involves an inventive step, and is capable of industrial application.

Key Features

• Governed by the Patents Act, 1970, administered by the Indian Patent Office
• Grants exclusive rights to make, use, sell, or license the invention for 20 years from the date of filing
• Startups and small entities are eligible for fee concessions and fast-track examination

Initial Requirements / Steps

• Conduct a patentability/novelty search to assess prior art
• Drafting of the patent specification (provisional or complete) describing the invention and claims
• Filing of the patent application (Form 1) along with the specification with the Indian Patent Office
• If a provisional application is filed first, a complete specification must be filed within 12 months
• Publication of the application (ordinarily 18 months after filing, or earlier on request)
• Request for Examination (Form 18) to be filed to initiate substantive examination
• Response to examination report(s) and objections raised by the Patent Office
• Grant of patent and payment of renewal (annuity) fees to keep the patent in force

12. MSME (Udyam) Registration

Best suited for: Manufacturing and service enterprises meeting the prescribed investment and turnover thresholds, seeking benefits such as collateral-free loans, subsidies, and protection against delayed payments.

Classification (Investment in Plant & Machinery/Equipment and Annual Turnover)

• Micro Enterprise: Investment up to ₹1 crore and turnover up to ₹5 crore
• Small Enterprise: Investment up to ₹10 crore and turnover up to ₹50 crore
• Medium Enterprise: Investment up to ₹50 crore and turnover up to ₹250 crore

Initial Requirements / Steps

• Registration is done online through the Udyam Registration portal using Aadhaar of the proprietor/managing partner/karta or an authorised signatory
• PAN and GSTIN details of the enterprise are linked and verified automatically from government databases
• No documents are required to be uploaded; the process is self-declaration based
• Udyam Registration Certificate with a unique Udyam Registration Number (URN) is generated instantly
• Benefits include priority sector lending, collateral-free credit under CGTMSE, protection under the MSME Development Act for delayed payments, subsidies on patent/trademark filing fees, and preference in government tenders
• Re-classification/update required if investment or turnover crosses the threshold in subsequent years

13. Startup Finance

Best suited for: Startups and early-to-growth stage businesses seeking capital through equity, debt, or government-backed schemes to fund operations, product development, or expansion.

Key Funding Avenues

• Equity Funding: Angel investors, seed funds, venture capital (VC) funds, and private equity (PE) at later stages, structured through issuance of equity/preference shares or convertible instruments (CCPS/CCDs)
• Startup India Seed Fund Scheme (SISFS): Government seed funding for proof of concept, prototype development, and early market entry for DPIIT-recognized startups
• Fund of Funds for Startups (FFS): SIDBI-managed fund that invests in SEBI-registered Alternative Investment Funds (AIFs), which in turn invest in startups
• Credit Guarantee Scheme for Startups (CGSS): Collateral-free debt funding facilitated through member banks/financial institutions
• Venture Debt: Debt financing typically raised alongside or after an equity round, often used for working capital or runway extension without further dilution
• Convertible Notes/CCDs: Instruments commonly used in early rounds that convert into equity at a future financing round, subject to FEMA pricing/reporting norms where foreign investors are involved

Initial Requirements / Considerations

• Sound capitalization table and clean incorporation documents, including ESOP pool structuring where applicable
• DPIIT recognition to access government-backed schemes and tax benefits
• Term sheet negotiation and drafting/vetting of Shareholders' Agreement (SHA) and Share Subscription Agreement (SSA)
• Regulatory filings for share allotment (Form PAS-3) and, for foreign investment, FEMA reporting (Form FC-GPR/CCD reporting as applicable)
• Valuation report from a registered valuer for share issuances, particularly relevant for compliance with Angel Tax provisions and FEMA pricing guidelines
• Ongoing compliance with investor reporting covenants, board composition requirements, and information rights agreed under the SHA

14. SME IPO

Best suited for: Small and medium enterprises with a proven track record seeking to raise growth capital, provide an exit to early investors, and enhance credibility by listing on the SME platform of a recognized stock exchange (BSE SME / NSE Emerge).

Key Eligibility Criteria (Indicative)

• Post-issue paid-up capital typically not exceeding ₹25 crore (SME platform threshold, subject to prevailing SEBI/exchange norms)
• Track record of positive operating profit/cash accruals for a minimum number of preceding financial years, as prescribed by the exchange
• Net worth and other financial eligibility criteria as prescribed under the SEBI (ICDR) Regulations for SME issues
• Compliance with minimum public shareholding, promoter lock-in, and market-making requirements applicable to SME listings

Initial Requirements / Steps

• Conversion of the entity into a Public Limited Company, if not already, along with the requisite special resolutions
• Appointment of a SEBI-registered Merchant Banker to manage and underwrite the issue
• Appointment of legal counsel, statutory auditors, Registrar to the Issue, and other intermediaries (market maker, banker to the issue)
• Preparation and filing of the Draft Red Herring Prospectus (DRHP)/Prospectus with the stock exchange and SEBI (through the exchange, for SME issues)
• Due diligence, in-principle approval from the exchange, and completion of the book-building/fixed price issue process
• Allotment of shares, listing on the SME platform, and compliance with post-listing obligations under the SEBI (LODR) Regulations, including a mandatory market-making arrangement for a minimum period
• Option to migrate to the exchange's main board after meeting the prescribed eligibility criteria for main board listing

Common Registrations Applicable Across All Structures

Regardless of the entity type chosen, most businesses commencing operations in India will need to complete the following, in addition to entity-specific incorporation/registration:

Choosing the Right Structure - Quick Comparison