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  • What is the duration within which the Limited Liability Partnership needs to be formed, post getting the name approved?

    The approved name of LLP shall be valid for a period of 3 months from the date of approval.

    For more information, click here.

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  • In case of an overseas Subscriber and Director, are the documents required to be Notarised and Apostilled for incorporation of a company?

    As per Rule, 13 of the Companies (Incorporation) Rules, 2014, where the subscriber to the Memorandum of Association (“MOA”) or a Director to be appointed is a foreign national residing outside India, the MOA, Articles of Association (“AOA”), proof of identity as well as address proof shall be attested in the following manner which is based on the country where the Subscriber/Director reside or the registered office is situated in case of a body corporate being the subscriber:

    • Residing in a country which is part of the Commonwealth – by a Notary (Public) in that part of the Commonwealth;
    • Residing in a country which is party to the Hague Apostille Convention, 1961 – by a Notary (Public) and duly apostilled in accordance with the said Hague Convention; and
    • Residing in a country which is not party to the Hague Apostille Convention, 1961 – the documents shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under Section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) e. attested by Public Notary and authenticated by Indian Embassy in the country of residence. Some of the counties which falls under the list of Hague Convention are: United Kingdom of Great Britain and Northern Ireland United States of America, Singapore, Switzerland, Malaysia, Australia, China, People's Republic of, Japan, Germany.
       

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  • Can AGM (Annual General Meeting) be held at a place situated outside the limit of city, town or village in which the registered office is situated?

    AGM of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance. However, AGM cannot be held outside India.

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  • Whether AD bank can approve for extension of the project account after the tenure of the project?

    The AD Bank has the power to approve for extension of the project account after the tenure of the project for genuine reasons like completion of warranty period, statutory works like Income tax assessments, VAT/Service tax/GST assessments, to make arrangements for the sale of assets, etc. 

    However, requisite intimations shall be required to be sent to Reserve Bank, FED, CO Cell, Sansad Marg, New Delhi 110001.

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  • What are the documents required to be filed by a LLP annually?

    LLP is required to file LLP Form 8 (Statement of Account & Solvency) and LLP Form 11 (Annual Return) annually. The ‘Annual Return’ is required to be filed within 60 days of close of the financial year and ‘Statement of Accounts & Solvency’ shall be filed within 30 days from the end of six months of the financial year to which it relates. Every LLP has to maintain uniform financial year ending on 31st March of a year.
    For further details please access following link.

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  • Can I apply for a company name online?

    Yes, you can avail the RUN service at MCA portal for reserving a name online.

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  • Is it mandatory to appoint Company Secretary in an Indian subsidiary?

    Any company having a paid-up share capital of Indian INR 50 million or above is required appoint a whole-time Company Secretary.

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  • Who is authorized to allot the DIN?

    Central Government (Office of Regional Director (Northern Region), Ministry of Corporate Affairs) allots the DIN upon processing the form DIR-3 filed by the applicant.
    For further details please access following link.

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  • In SPICe AoA (INC-34) if additional Article is required, how to enter the same?

    SPICe AoA (INC-34) has facility for adding, modifying, and deleting Articles.
    For further details please access following link.

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  • What are the key pre-requisites for setting up Indian subsidiary in India?

    • Minimum two directors – mandatory one resident director but not required to be a citizen of India
    • Minimum two shareholders – shareholders may be either corporates or individuals or resident or non-residents
      • No minimum capital threshold, however, should have atleast two shares, if the proposed company will be limited by shares
    • Physical space to be identified as a registered office

    In case of a newly incorporated company, the requirement will apply proportionately at the end of the financial year in which it is incorporated.

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  • How can an Indian company receive foreign investment?

    Investments can be made by non-residents in the equity shares/fully, compulsorily and mandatorily convertible debentures/fully, compulsorily and mandatorily convertible preference shares of an Indian company, through the Automatic Route or the Government Route. Under the Automatic Route, the non-resident investor or the Indian company does not require any approval from Government of India for the investment. Under the Government Route, prior approval of the Government of India is required. Proposals for foreign investment under Government route, are considered by respective Administrative Ministry/Department. Foreign investment in sectors/activities under government approval route will be subject to government approval where:

    a) An Indian company is being established with foreign investment and is not owned by a resident entity.

    b) An Indian company is being established with foreign investment and is not controlled by a resident entity.

    c) The control of an existing Indian company, currently owned or controlled by resident Indian citizens and Indian companies, which are owned or controlled by resident Indian citizens, will be/is being transferred/passed on to a non-resident entity as a consequence of transfer of shares and/or fresh issue of shares to nonresident entities through amalgamation, merger/demerger, acquisition etc.

    d) The ownership of an existing Indian company, currently owned or controlled by resident Indian citizens and Indian companies, which are owned or controlled by resident Indian citizens, will be/is being transferred/passed on to a non-resident entity as a consequence of transfer of shares and/or fresh issue of shares to nonresident entities through amalgamation, merger/demerger, acquisition etc.

    e) It is clarified that Foreign investment shall include all types of foreign investments, direct and indirect, regardless of whether the said investments have been made under Schedule 1 (FDI), 2 (FII), 2A (FPI), 3 (NRI), 6 (FVCI), 9 (LLPs), 10 (DRs) and 11(Investment Vehicles) of FEMA (Transfer or Issue of Security by Persons Resident Outside India) Regulations. FCCBs and DRs having underlying of instruments which can be issued under Schedule 5, being in the nature of debt, shall not be treated as foreign investment. However, any equity holding by a person resident outside India resulting from conversion of any debt instrument under any arrangement shall be reckoned as foreign investment.

    f) Investment by NRIs under Schedule 4 of FEMA (Transfer or Issue of Security by Persons Resident outside India) Regulations will be deemed to be domestic investment at par with the investment made by residents.

    g) A company, trust and partnership firm incorporated outside India and owned and controlled by non-resident Indians will be eligible for investments under Schedule 4 of FEMA (Transfer or issue of Security by Persons Resident Outside India) Regulations and such investment will also be deemed domestic investment at par with the investment made by residents.

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  • Which act governs foreign fund investments?

    Foreign Investments and repatriation is governed by Foreign Exchange Management Act.

    For more information, click here.

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  • How can the sale/ maturity proceeds taken by the Foreign Venture Capital Investor?

    The sale/ maturity proceeds (net of taxes) of the securities may be remitted outside India or credited to the foreign currency account or a Special Non-resident Rupee Account of the FVCI.

    For more information, click here.

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  • What does the FDI policy entail with regards to issuing equity shares under government route?

    Issue of equity shares under the FDI Policy is allowed under the Government route for the following:

    • Import of capital goods/ machinery/ equipment (excluding second-hand machinery)
    • Pre-operative/pre-incorporation expenses (including payments of rent, etc.)

    However, these are subject to compliance with several conditions, as mentioned in sub-section (iv), section (6) of Annexure-3 of the Consolidated FDI Policy

    For more information, click here

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  • Can an IDR holder appoint any nominee in case of death?

    Yes, an IDR holder can at any time nominate a person to whom his IDRs shall vest in the event of his death.

    For more information, click here

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  • Are there any restrictions on the sectors for FDI in India?

    Yes, investments by non-residents can be permitted in the capital of a resident entity in certain sectors/activity with entry conditions. Such conditions may include norms for minimum capitalization, lock-in period, etc. as per the latest FDI policy.

    For more information, click here.

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  • What is Foreign Investment Promotion Board?

    The Foreign Investment Promotion Board (FIPB) has been replaced by Foreign Investment Facilitation Portal (FIFP). FIFP, housed in the Department of Economic Affairs, Ministry of Finance, is an inter-ministerial body, responsible for processing of FDI proposals and making recommendations for Government approval.

    For more information, click here.

     

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  • Can a foreign investor invest in shares issued by an unlisted company in India?

    Yes. As per the regulations/ guidelines issued by the Reserve Bank of India/ Government of India, investments can be made in shares issued by an unlisted Indian company subject to compliance with FEMA provisions such as pricing, reporting, etc.

    For more information, click here.

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  • Can foreigners establish a partnership/proprietorship concern in India?

    No, only NRIs are allowed to set up partnership/ proprietorship concerns in India on non-repatriation basis.

    For more information, click here.

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  • What is fungibility window?

    Fungibility window is the time period specified by the issuer company during which IDR holders can apply for conversion/ redemption of IDRs into underlying equity shares.

    For more information, click here

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