What is a Foreign Company in India?

May 7, 2025
Private Limited Company vs. Limited Liability Partnerships

A Foreign Company in India is defined under Section 2(42) of the Companies Act, 2013, as any company or body corporate incorporated outside India which has a place of business in India either by itself or through an agent, physically or electronically and conducts any business activity in India.

Foreign companies looking to tap into India's expanding economy can set up their operations in several forms, such as:

  • Wholly Owned Subsidiaries
  • Branch Offices
  • Liaison Offices
  • Project Offices

India's vast consumer base, growing digital ecosystem, skilled workforce, and liberal Foreign Direct Investment (FDI) policies make it an attractive destination for global companies.

Table of Contents

Eligibility Criteria for Foreign Company Registration in India

To register a foreign company in India, the following eligibility conditions must be fulfilled:

  • FDI Policy Compliance: The foreign investor must follow FDI norms, either under the Automatic Route (no prior approval required) or the Government Route (approval from concerned ministries needed).
  • Indian Resident Director: A subsidiary company must have at least one director who is a resident in India.
  • Registered Office in India: The company must maintain a registered office in India, and proof of valid address must be submitted during incorporation.
  • Business Activity Restrictions: Foreign companies are not permitted to engage in retail trading or real estate activities.
  • Regulatory Compliance: Business activities must align with the Reserve Bank of India (RBI) and the Ministry of Corporate Affairs (MCA) regulations.

Types of Business Entities for Foreign Companies in India

Foreign companies can enter India through multiple legal structures based on their business goals and compliance appetite:

  1. Wholly Owned Subsidiary (WOS)
    • A private limited company incorporated in India with 100% foreign shareholding.
    • Can engage in commercial and revenue-generating activities under FDI-compliant sectors.
  2. Liaison Office
    • A non-commercial presence used for market research, networking, and representing the parent company.
    • Requires RBI approval and cannot earn income in India.
  3. Branch Office
    • Set up to conduct business and earn revenue in India.
    • Can export/import goods, offer consultancy services, or carry out R&D.
    • RBI approval required.
  4. Project Office
    • Temporary setup for executing specific projects awarded by Indian entities or government bodies.
    • Generally permitted if the project is funded by an inward remittance or a bilateral/multilateral agency.
  5. Joint Venture (JV)
    • A foreign company can form a joint venture with an Indian entity to share equity, control, and profits.

Step-by-Step Registration Process for a Foreign Company in India

Setting up a foreign company in India involves regulatory approvals, documentation, and legal filings. Here's a detailed breakdown of the process:

Step 1: Choose the Right Business Structure

Foreign entities must select the most suitable mode of entry based on their intended operations:

  • Wholly Owned Subsidiary (WOS)
  • Branch Office
  • Liaison Office
  • Project Office
  • Joint Venture (JV)

Each structure has different regulatory requirements under RBI, FEMA, and MCA.

Step 2: Obtain a Digital Signature Certificate (DSC)

A Digital Signature Certificate (DSC) is needed for all directors/authorized representatives to sign e-forms on the MCA portal. Apply for a DSC from a certified authority in India.

Step 3: Name Reservation & Company Incorporation via SPICe+ (For Subsidiary/JV)

File the SPICe+ Part A form for name reservation on the MCA portal. After name approval, complete SPICe+ Part B, including:

  • eMOA (Memorandum of Association)
  • eAOA (Articles of Association)
  • AGILE-Pro (for GST, EPFO, ESIC, and bank account setup)
  • INC-9 (declaration by subscribers/directors)

Upload all documents with digitally signed forms.

Step 4: RBI Approval for Liaison, Branch, and Project Offices

Foreign companies opting for Liaison, Branch, or Project Offices must apply via Form FNC on the RBI FIRMS portal. Approval is granted under RBI’s Authorized Dealer Category-I Banks (designated AD Bank).

Step 5: Open a Bank Account

Open a current account in an Indian bank in the name of the newly incorporated entity. It is required for:

  • Receiving foreign capital infusion
  • Making statutory payments
  • Conducting business transactions

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FDI Policy & Compliance for Foreign Companies

Foreign Direct Investment (FDI) in India is governed by the FEMA Act, RBI circulars, and sectoral guidelines. Here’s what foreign companies must know:

  • FDI Routes:
    • Automatic Route: No prior government approval needed.
    • Government Route: Approval required from specific ministries, based on the sector.
  • Sectoral Caps: Certain sectors have FDI limits (e.g., defense, insurance, telecom) and special conditions.
  • Compliance & Reporting:
    • File FC-GPR (Foreign Currency-Gross Provisional Return) after equity shares are allotted.
    • Annual Return on Foreign Liabilities and Assets (FLA) must be filed with RBI.
    • Form FC-TRS for transfer of shares between resident and non-resident.

Documents Required for Foreign Company Registration

To complete the registration process, the following documents are typically required:

For Directors:

  • Valid Passport (mandatory for foreign nationals)
  • Government-issued ID proof (Aadhar, Voter ID)
  • Address proof (utility bill, bank statement)

For Registered Indian Office:

  • Rental Agreement or Lease Deed
  • NOC from owner
  • Recent utility bill

For RBI/FEMA Compliance:

  • FDI declaration
  • FC-GPR or Form FNC for RBI registration

Post-Registration Compliance for Foreign Companies in India

Once registered, a foreign company must ensure continuous legal and financial compliance. Key post-incorporation obligations include:

  • Annual Filings with MCA:
    • File Form FC-3 with business activity details and financials.
    • Submit AOC-4 for financial statements.
  • Tax Compliance:
    • File ITR, pay TDS, and maintain GST records if applicable.
  • FEMA/RBI Reporting:
    • Submit Annual Activity Certificate through an authorized dealer bank.
    • Continue timely reporting of share allotments and inward remittances.

Frequently Asked Questions

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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What is the difference between a subsidiary and a branch office in India?

To register a construction company in India, follow these steps:

  • Subsidiary: A separate legal entity incorporated in India under the Companies Act, 2013. It can be wholly or partly owned by the foreign parent. It enjoys full operational autonomy and is taxed like any Indian company.
  • Branch Office: Not a separate legal entity. It's an extension of the foreign parent company and is restricted to specific activities approved by the RBI (like export/import, consultancy, R&D). It cannot carry out manufacturing or retail trading.

Can a foreign company operate in India without registration?

No, foreign companies cannot legally conduct business in India without registration. They must register with the Ministry of Corporate Affairs (MCA) and obtain approvals (such as RBI clearance for certain types of offices). Unregistered operations may attract penalties and legal consequences.

How long does it take to register a foreign company in India?

The timeline varies based on the business structure and regulatory approvals:

  • Subsidiary or Joint Venture: Around 15–25 working days, assuming all documents are in order.
  • Branch/Liaison/Project Office: May take 4–6 weeks, as RBI/AD Bank approval is required before MCA registration.

What are the tax implications for foreign companies in India?

  • Subsidiaries: Taxed as Indian domestic companies at standard corporate tax rates (15% to 30% depending on turnover and type).
  • Branch/Project/Liaison Offices: Taxed at 35% (plus surcharge and cess) for AY 2025-26 on profits attributable to Indian operations. Liaison offices are non-income generating, so they are typically not taxed.

Is RBI approval mandatory for all foreign company registrations?

No. RBI approval is only mandatory for:

  • Branch Offices
  • Liaison Offices
  • Project Offices

For subsidiaries and joint ventures, RBI approval is not required if the investment is under the automatic route of the FDI policy.

Can foreign nationals be directors in an Indian subsidiary?

Yes, foreign nationals can be directors in an Indian subsidiary. However, at least one director must be a resident of India (i.e., lived in India for a total of 182 days or more in the previous calendar year) as per Section 149(3) of the Companies Act, 2013.

What are the compliance requirements for foreign companies under FEMA?

Foreign companies must adhere to FEMA (Foreign Exchange Management Act) regulations, including:

  • Filing of FC-GPR (for share allotment) and FC-TRS (for transfer of shares).
  • Annual Return on Foreign Liabilities and Assets (FLA) to RBI.
  • Annual Activity Certificate (AAC) for Branch/Liaison/Project offices.
  • Reporting inward remittances and maintaining proper documentation for foreign investments.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

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Related Posts

Shareholding Pattern: Meaning, Types & Why It Matters for Investors

Shareholding Pattern: Meaning, Types & Why It Matters for Investors

Understanding a company's ownership structure is crucial for investors to make informed decisions. While financial performance and competitive analysis are important, the shareholding pattern provides valuable insights into who controls the company and how much personal stake they have in its success.

In this article, we'll dive deep into what a shareholding pattern is, why it matters, and how to analyse it effectively.

Table of Contents

What is a Shareholding Pattern?

A shareholding pattern is essentially a report that outlines the proportion of a company's shares held by different categories of investors. Think of it like a cake that's divided into slices of varying sizes, with each slice representing a different type of shareholder. Just as the size of each slice tells you how much of the cake belongs to whom, a company's shareholding pattern reveals who owns how much of the company's equity.

This information is vital for investors because it helps them understand the level of control and influence different shareholders have over the company. For instance, if the promoters (founders and their associates) hold a significant portion of the shares, they are likely to have a greater say in the company's strategic decisions. On the other hand, a company with a diversified shareholding pattern, where no single entity holds a majority stake, may be less susceptible to the whims of a few powerful shareholders.

Starting your company? Get expert help with company registration and set up a clear, compliant shareholding structure from day one.

Analysis of Shareholding Pattern

When it comes to shareholding pattern analysis, there are a few key thumb rules that investors should keep in mind:

  1. Promoter Stake: Generally, a higher promoter stake is seen as a positive sign, as it indicates that the founders have skin in the game and are confident about the company's future prospects. However, if the promoter stake is too high (say, above 75%), it could be a red flag, as it allows them to make decisions that may not always be in the best interest of minority shareholders.
  2. Institutional Holding: A significant holding by institutional investors, such as mutual funds and foreign portfolio investors (FPIs), is often viewed favourably. These entities have the expertise and resources to thoroughly analyse a company before investing, so their presence acts as a vote of confidence.
  3. Public Shareholding: A higher public shareholding (retail investors and high net-worth individuals) is generally desirable, as it indicates broader participation and better liquidity in the stock.
  4. Changes Over Time: It's important to track changes in the shareholding pattern over time. For example, if promoters are consistently selling their shares or if institutional investors are steadily increasing their stake, it could signal a shift in the company's prospects or investor sentiment.

Real-life examples can help illustrate these points. Jeff Bezos gradually reduced his Amazon stake to fund ventures like Blue Origin and diversify wealth. Despite this, Amazon remains a market leader and investor favourite—showing that stake reduction isn't always a negative signal.

Who Owns Shares in a Company?

A company's shareholding is typically divided among four main categories of investors:

  1. Promoters: Promoters are the founders and controlling shareholders of the company. They are involved in the day-to-day management and decision-making processes. A high promoter stake often indicates their confidence in the company's future prospects.
  2. Public Investors: Public shareholders include individual retail investors who buy and sell shares through the stock market. While each individual investor may hold a small percentage, collectively, they can own a significant portion of the company.
  3. Institutional Investors: Institutional investors are professional investment firms such as mutual funds, insurance companies, foreign institutional investors (FIIs), and domestic institutional investors (DIIs). Their large holdings can influence the company's stock price and management decisions.
  4. Employees: Many companies offer employee stock ownership plans (ESOPs) as part of their compensation packages. Employees who own shares have a vested interest in the company's success.

Here's a simple example: Imagine Yum Yum Foods is a popular restaurant chain. The founders (promoters) own 50%, mutual funds own 20%, foreign investors own 10%, and the remaining 20% is with the public. This ownership pattern shows the promoters have significant control, institutions are confident, and there's enough public float for good liquidity.

Why Should You Care About the Shareholding Pattern?

As an investor, paying attention to a company's shareholding pattern is crucial for several reasons:

  1. Control: The shareholding pattern reveals who has control over the company's decision-making. If a single entity (like the promoters) holds a majority stake, they can significantly influence the company's direction.
  2. Investor Confidence: A diversified shareholding pattern with a significant institutional presence signals that the company is trustworthy and has a strong growth potential. On the flip side, if promoters or key investors are exiting the company, it could be a warning sign.
  3. Liquidity: Companies with a higher public shareholding tend to have better liquidity, making it easier for investors to buy and sell shares.
  4. Risk Assessment: By analysing the shareholding pattern, investors can identify potential red flags, such as a high promoter pledge (promoters using their shares as collateral for loans) or a low free float (shares available for trading).

Think of it like buying a used car. You'd want to know who the previous owners were, how long they held it, and why they sold it. The car's ownership history gives you clues about its quality and reliability. Similarly, a company's shareholding pattern and changes in it over time provide insights into its attractiveness as an investment.

By paying attention to the shareholding pattern, you can assess the level of risk and potential rewards associated with investing in a company.

Ways to Check the Shareholding Pattern of a Company

There are three main ways to check a company's shareholding pattern:

  1. Company website: Most companies have an 'Investor Relations' section on their website where they post shareholding pattern reports quarterly.

Steps to Check SHP on a Company’s Website:

1. Visit the official website of the company
2. Navigate to the Investor Relations or Investors section
3. Look for ‘Shareholding Pattern’, ‘Corporate Disclosures’, or ‘Regulatory Filings’
4. Open and download the report

  1. Stock exchange websites:
    Both NSE and BSE provide shareholding data for all listed companies.

For NSE:

Visit www.nseindia.com

Search for the company

Click the name → go to ‘Financials’ → ‘Shareholding Pattern’

For BSE:

Visit www.bseindia.com

Search by company name or code

On the left menu, click ‘Shareholding Pattern’

  1. MCA website: The Ministry of Corporate Affairs (MCA) maintains a database of all registered companies in India. For a small fee of ₹50, you can access a company's shareholding information and other financial filings.

Steps to Check Shareholding Pattern via MCA:

1. Visit www.mca.gov.in
2. Click on ‘MCA Services’ → ‘View Public Documents’
3. Search for the company by name or CIN (Corporate Identification Number)
4. Pay ₹50 per document (e.g., Form MGT-7 includes the shareholding pattern)
5. Download the document after payment.

Some experts favour high promoter and institutional holdings for long-term stability, while others prefer diversified ownership for better governance. Ultimately, SHP is one of several factors, alongside financials, growth, and management to consider when investing.

Conclusion

Understanding a company’s shareholding pattern helps investors gauge control, confidence, and risks. It offers insight into governance through promoter, institutional, and public holdings. While not the sole metric, it plays a vital role in evaluating a company’s outlook.

Smart investors always include SHP in their due diligence.

Frequently Asked Questions

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Register your business
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Register your Business starting at just 1,499 + Govt. Fee

Register your business
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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What is the best shareholding pattern?

There's no one 'best' shareholding pattern. However, a good mix would be:

  1. Promoter holding between 30-60%
  2. Institutional holding between 10-30%
  3. Public holding between 20-40%
    This ensures promoters have skin in the game, institutions are confident, and there's adequate

What is the shareholder pattern of a company?

The shareholder pattern shows what percentage of a company's shares are held by promoters, institutions, public, and others. It's disclosed quarterly by listed companies.

Where can I find the shareholding pattern?

You can find a company's shareholding pattern on its website, stock exchange portals like NSE and BSE, and the MCA website.

How can I check a company's shareholding pattern?

To check a company's shareholding pattern:

  1. Go to the NSE or BSE website
  2. Search for the company by name
  3. Go to the 'Shareholding Pattern' tab and download the latest report
  4. Alternatively, check the company's website Investor Relations section

Why does it matter if promoters or big investors buy or sell shares?

Significant changes in promoter or institutional holdings can impact market sentiment and stock prices. Promoters buying more shares may signal their confidence in the company, while selling may indicate a loss of confidence or financial distress.

Nipun Jain

Nipun Jain is a seasoned startup leader with 13+ years of experience across zero-to-one journeys, leading enterprise sales, partnerships, and strategy at high-growth startups. He currently heads Razorpay Rize, where he's building India's most loved startup enablement program and launched Rize Incorporation to simplify company registration for founders.

Previously, he founded Natty Niños and scaled it before exiting in 2021, then led enterprise growth at Pickrr Technologies, contributing to its $200M acquisition by Shiprocket. A builder at heart, Nipun loves numbers, stories and simplifying complex processes.

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How to Start a Franchise Business in India? Complete Guide

How to Start a Franchise Business in India? Complete Guide

Starting a franchise business in India is a lucrative opportunity for aspiring entrepreneurs. Franchising allows individuals to operate a business under an established brand with a proven business model. It offers benefits like brand recognition, operational support, and reduced risk compared to starting an independent venture.

This blog will walk you through everything you need to know about franchising in India.

Table of Contents

What Is The Meaning of Franchising a Business?

Franchising is a business model where a franchisor grants the rights to an individual (franchisee) to operate under its brand, using its products, services, and business processes. The franchisee pays a fee and agrees to operate under the franchisor’s guidelines in exchange for brand licensing, training, operational support, and marketing assistance.

The franchising model benefits both parties:

  • Franchisor Benefits: Rapid expansion, increased brand reach, and revenue from franchise fees.
  • Franchisee Benefits: Access to a recognised brand, reduced startup risk, and operational guidance.

Key aspects of franchising include:

  • Brand Licensing: The franchisee gets permission to use the franchisor's brand name and trademarks.
  • Operational Support: Training, marketing, and business strategy support are provided.
  • Profit-sharing Agreements: Franchisees pay royalties or a percentage of revenue to the franchisor.

Types of Franchises

Franchises can be categorised based on their structure and operational model:

Product Distribution Franchise:

  • Franchisee sells the franchisor’s products under its brand.
  • Examples: Automobile dealerships (Maruti Suzuki), and soft drink bottlers (Coca-Cola).

Business Format Franchise:

  • Franchisee adopts the entire business model, including operations, branding, and marketing.
  • Examples: McDonald’s, Domino’s, KFC.

Manufacturing Franchise:

  • Franchisee manufactures and sells the franchisor’s products under its brand name.
  • Example: Food and beverage brands allowing third-party bottlers.

Job Franchise:

  • A low-cost model where individuals operate small-scale service businesses.
  • Examples: Cleaning services, travel agencies, real estate consultancy.

How Long Does It Take To Franchise a Business?

Franchising a business typically takes between six months to two years, depending on factors like:

  • Industry type and regulatory requirements.
  • Business readiness and operational scalability.
  • Development of legal and training documents.
  • Marketing efforts to attract franchisees.

How Much Should It Cost To Franchise a Business?

The cost to franchise a business can vary significantly based on factors like industry, business model, and support provided. On average, franchising a business may cost between ₹5 lakh to ₹50 lakh or more in India. Key expenses include:

  • Franchise Fee: ₹2 lakh to ₹10 lakh (varies by brand reputation).
  • Legal and Registration Fees: ₹50,000 to ₹2 lakh.
  • Training and Support Costs: ₹1 lakh to ₹5 lakh.
  • Marketing and Branding Expenses: ₹1 lakh to ₹3 lakh.
  • Infrastructure Setup: Varies depending on the business type.

Additional factors like franchise location, infrastructure requirements, and marketing strategy impact the overall investment.

Advantages of Franchising a Business

  1. Rapid Expansion: Scale business operations quickly with minimal capital investment.
  2. Lower Financial Risk: Franchisees fund their business setup, reducing financial burden.
  3. Brand Recognition: Established branding makes it easier to attract customers.
  4. Operational Support: Franchisees receive training, marketing, and business guidance.
  5. Access to Motivated Franchisees: Entrepreneurs invest time and money, ensuring dedication to success.

Disadvantages of Franchising a Business

  1. Loss of Control: Franchisees operate independently, which can lead to inconsistencies.
  2. Reputation Risk: Poorly managed franchises can damage brand image.
  3. Legal & Financial Complexity: Requires detailed agreements and ongoing compliance.
  4. Ongoing Training & Support: Continuous investment in franchisee development is necessary.

Franchise Vs Licensing: What’s The Difference?

Franchising Licensing
Control High Control Low control
Legal obligations Extensive with detailed agreements Less strict, focussed on intellectual property rights
Investment Higher due to training, support, and operational costs Lower primarily for brand usage
Brand usage Franchisee must follow strict brand guidelines Licensee can identify how the brand can be used
Revenue model Royalties, franchise payments, ongoing payments One-time or periodic licensing fees

How to Start a Franchise Business - 8 Key Steps

Step 1: Determine If Franchising is Right For Your Business

Before diving into franchising, evaluate whether your business is scalable, profitable, and replicable. Ask yourself:

  • Is there consistent demand for my product or service?
  • Can my business model be easily duplicated in different locations
  • Do I have strong branding and operational processes in place?

Not all businesses are fit for franchising. A successful franchise model requires a proven track record, solid profit margins, and strong brand appeal to attract potential franchisees.

Step 2: Protect Your Business’s Intellectual Property

Your brand is one of your most valuable assets. Before offering franchises, secure trademarks, copyrights, and proprietary processes to prevent misuse and ensure brand consistency.

Step 3: Prepare Your Franchise Disclosure Document (FDD)

The Franchise Disclosure Document (FDD) is a legal document that provides prospective franchisees with full transparency about their business. This document must comply with franchise laws and typically includes:

  • Franchise fees and ongoing costs
  • Training and support provided
  • Franchisor and franchisee responsibilities
  • Earnings potential (if disclosed)
  • Legal obligations and dispute resolution process

A well-structured FDD builds trust with potential franchisees and helps you stay compliant with franchise laws.

Step 4: Draft a Franchise Agreement

The franchise agreement is a legally binding contract outlining the rights and responsibilities of both the franchisor (you) and the franchisee. Key elements to include:

  • Operational guidelines – How franchisees must run the business
  • Fee structure – Initial franchise fees, royalties, and marketing fund contributions
  • Territory rights – The defined area where the franchisee can operate
  • Training and support – What assistance franchisees will receive
  • Exit clauses – Terms under which a franchise can be sold or terminated

This document ensures both parties are aligned and protects your brand from misuse.

Step 5: Register Your Company

Depending on your state and region, you may need to register your franchise with government authorities before selling franchise units. Registration is not mandatory, but it is required to obtain GST registration depending on the turnover.

Head over to Razorpay Rize to Register your Company.

Step 6: Compile an Operation Manual

A franchise operations manual is a step-by-step guide that helps franchisees run the business successfully while maintaining brand consistency. It should cover:

  • Day-to-day business processes
  • Hiring and training staff
  • Customer service guidelines
  • Marketing and advertising strategies
  • Financial management and reporting

Step 7: File or Register Your FDD

Once your FDD is finalised, keep it securely stored for easy access and updates as needed. While the FDD is a mandatory document, filing requirements vary by state.

Step 8: Set Strategy To Achieve Your Sales Goal

Develop marketing and recruitment strategies to attract the right franchise partners. The strategy should be tailored to your business, community, and growth objectives. Here are some effective ideas to consider:

  • Provide a referral incentive for those who bring in qualified franchisee applicants.
  • Develop a strategic marketing plan from the start to capture attention.
  • Recruit sales professionals who understand your business and its story.

5 Strategies to Help You Succeed at Franchising

  1. Maintain Brand Consistency: Implement strict guidelines for uniformity across locations.
  2. Select the Right Franchisees: Screen candidates for skills, experience, and commitment.
  3. Provide Ongoing Training & Support: Regularly update franchisees with best practices.
  4. Implement Effective Marketing Strategies: Invest in advertising and localised promotions.
  5. Ensure Strong Financial Management: Monitor franchise performance and optimize cost structures.

Case Studies of Successful Franchise Businesses

Franchising is a proven business model that allows entrepreneurs to leverage established brands and systems for success. Below are examples of successful franchise businesses, showcasing their revenue, profit margins, and operational highlights.

1. McDonald's

  • Industry: Quick-Service Restaurant (QSR)
  • Investment: ₹6–14 crores
  • Profit Margin: 50–60%
  • Break-even Period: 4–5 years
    McDonald’s is one of the most profitable franchises globally due to its standardized operations and strong brand recognition. In India, its franchise model offers high footfall and consistent demand, making it a lucrative investment.

2. Baskin Robbins

  • Industry: Ice Cream and Dessert
  • Investment: ₹10–20 lakhs
  • Profit Margin: 50–60%
  • Break-even Period: 6–12 months
    With over 800 outlets in India, Baskin Robbins has built a strong presence in the dessert market. Its diverse flavors and year-round demand ensure steady sales and excellent returns for franchisees.

3. Haldiram

  • Industry: Food and Snacks
  • Investment: ₹30 lakhs–₹6 crores (depending on store format)
  • Profit Margin: 50–60%
  • Break-even Period: 2–3 years
    Haldiram is a trusted name in Indian snacks and sweets. Its franchise model offers multiple formats, including quick-service restaurants and dine-in outlets, ensuring high profitability backed by a loyal customer base.

4. Marco’s Pizza

Marco’s Pizza achieved remarkable growth with a revenue increase of 23.5% in one year by opening 113 stores. The brand focuses on strategic revenue-boosting approaches, making it one of the fastest-growing pizza franchises globally.

5. Lenskart

  • Industry: Eyewear Retail
  • Investment: ₹25 lakhs
  • Profit Margin: Approx. 33%
    Lenskart is India’s largest eyewear brand, offering trendy products such as prescription glasses and sunglasses. With innovative features like "Try Before You Buy," its franchise model generates average monthly sales of ₹9 lakhs, making it ideal for urban markets

Final Thoughts

Franchising can be a great way to start a business without building everything from scratch. You get a known brand, a proven business model, and ongoing support but it’s not a shortcut to success. It still takes effort, investment, and commitment to make it work.

The key is choosing the right franchise. Think about what fits your skills, budget, and long-term goals. A great brand in the wrong location or with poor financial planning can still struggle. Do your homework, understand the costs, and be ready to follow the franchisor’s guidelines.

Frequently Asked Questions

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Register your One Person Company in just 1,499 + Govt. Fee

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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

How do I open up my own franchise?

To start your own franchise-

  • You’ll need to create a business model that can be replicated. This involves building a strong brand, developing detailed operational processes, and ensuring your business is profitable.
  • Next, you’ll need to register as a franchisor, create legal agreements (Franchise Disclosure Document & Franchise Agreement), and establish a support system for franchisees.
  • Once everything is in place, you can start recruiting franchise partners.

Do I need to register my franchise?

Yes, in most countries, you need to register your franchise before offering it to potential franchisees. The requirements vary by region—some require a Franchise Disclosure Document (FDD) and legal agreements, while others may have additional licensing requirements.

Which franchise is best for beginners?

For beginners, it’s best to choose a franchise with low initial investment, strong brand recognition, and comprehensive support. Some beginner-friendly franchises include:

  • Food & Beverage: Subway, Dunkin’
  • Retail: Miniso, FirstCry
  • Education & Coaching: Kumon, The Learning Experience
  • Service-Based: Urban Company

Look for franchises with a simple operating model and strong training programs to make the transition smoother.

Which franchise is most profitable?

Profitability depends on location, investment, and management. Before investing, analyse franchise fees, profit margins, and ongoing costs to determine the best fit.

Are franchise fees monthly?

Most franchises charge ongoing royalty fees, which can be monthly, quarterly, or annually. These fees are typically a percentage of your revenue (ranging from 4% to 12%) or a fixed amount. Some franchises also charge additional marketing or operational fees.

Is licensing an alternative to franchising?

Yes, licensing can be an alternative to franchising, but it’s a different business model. In licensing, you grant permission to use your brand, trademark, or product without controlling business operations. In franchising, you provide a complete business model, training, and support while maintaining control over operations. Licensing offers more flexibility but less oversight, while franchising ensures brand consistency but comes with more regulations.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

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One Person Company Registration Fees in India in 2025

One Person Company Registration Fees in India in 2025

For solo entrepreneurs looking to start their own venture, a One Person Company (OPC) is an ideal business structure that offers the benefits of limited liability and complete control over the business. Understanding OPC benefits and the costs associated with registration is essential before diving into the process.

From government fees to professional charges, registering an OPC in India involves several expenses. Planning your budget can help you navigate the process smoothly and avoid unexpected costs.

In this blog, we’ll explore the various costs associated with OPC registration online in India and provide a detailed breakdown.

Table of Contents

What Does the OPC Registration Fee Include?

The OPC registration fee breakdown generally comprises the following components:

  • Government Filing Fees: Charges for submitting incorporation forms and other mandatory filings.
  • Professional Service Charges: Fees for hiring professionals like Chartered Accountants or Company Secretaries assist with registration.
  • Miscellaneous Costs: Additional expenses such as document preparation, notarisation, and obtaining licenses, if required.

OPC Registration Fees Breakdown

The OPC registration cost can be divided into several components:

Government Fees

  • Cost for filing the SPICe+ form and other mandatory forms on the MCA portal.
  • Cost of obtaining DSC for the Director.
  • Fees for obtaining the DIN
  • Depends on the authorised capital of the company; higher authorised capital attracts higher fees.

Professional Service Charges

Fees for professional assistance in preparing documents, filing forms, and ensuring compliance. It varies based on the service provider and location.

Stamp Duty Fees

Stamp duty is state-specific and varies based on the authorised capital and the location of its registered office. On average, stamp duty can range from ₹500 to ₹5,000.

Name Reservation Fees

Reserving a unique name for your OPC costs ₹1000 per application. This step ensures your chosen name complies with MCA guidelines.

{{company-reg-cta}}

Miscellaneous Expenses

Charges for notarisation and other incidental expenses.

How Much Does OPC Registration Cost?

The overall cost of OPC registration in India typically ranges between INR 5,000 and INR 20,000, depending on various factors like professional service fees, authorised capital, and location. Government fees generally constitute a significant portion of the total cost.

Factors Affecting OPC Registration Fees

There are several factors affecting the OPC fees. Some of the OPC registration cost factors include- 

  1. Authorised Capital: Higher authorised capital increases government fees and stamp duty charges.
  2. Location: Costs may vary depending on the state due to differences in stamp duty and professional service charges.
  3. Choice of Service Provider: The fees charged by professionals or agencies can differ significantly based on their expertise and service offerings.
  4. Additional Services: Costs for optional services, such as trademark registration or GST registration, add to the total expense.

{{opc-cta}}

<H2> One Person Company Registration Process

The OPC registration process involves the following key steps:

  1. Name Approval:
    • Choose a unique name for your OPC and apply for approval through the Ministry of Corporate Affairs (MCA) portal.
  2. Obtaining DSC:
    • Obtain a Digital Signature Certificate (DSC) for the proposed director.
  3. Drafting Memorandum and Articles of Association:
    • Prepare the Memorandum of Association (MOA) and Articles of Association (AOA) outlining the company's objectives and rules.
  4. Submitting Documents on the MCA Portal:
    • Upload the required documents, such as identity proof, address proof, and the nominee's consent, on the MCA portal along with Form SPICe+.
  5. Incorporation Certificate:
    • Once approved, the MCA issues a Certificate of Incorporation, marking the completion of the registration process.

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Who is eligible to act as a member of an OPC?

To be a member of a One Person Company (OPC), you must meet the following eligibility criteria:

  • Individual Membership: Only a natural person (not a company or organisation) can act as a member of an OPC.
  • Residency Requirement: The person must be a resident of India, meaning they have stayed there for at least 120 days during the financial year.

Citizenship: Only Indian citizens are eligible to form an OPC.

Is GST registration mandatory for an OPC?

GST registration is not mandatory for every OPC. The requirement depends on the nature of the business and its turnover:

  • Mandatory Registration: If the annual turnover exceeds ₹20 lakh (₹10 lakh for certain northeastern states) or if the business involves inter-state supply of goods or services.
  • Voluntary Registration: Even if the turnover is below the threshold, an OPC may opt for voluntary registration to claim input tax credit and expand its business operations.

What is the cost of registering an OPC?

The OPC registration charges in India can vary based on professional fees, state-specific charges, and other factors.

What is the minimum capital for an OPC company?

There is no mandatory minimum capital requirement for registering an OPC in India. However, the capital structure must be defined at the time of incorporation, and it can be as low as ₹1. The recommended authorised capital typically starts at ₹1 lakh, but this is not a compulsory requirement and depends on the founder’s business plan.

What is the turnover limit for an OPC?

An OPC can operate as long as its annual turnover does not exceed ₹2 crore and its paid-up capital does not exceed ₹50 lakh. If the turnover crosses ₹2 crore, the OPC must convert into a private limited company or a public limited company within six months of exceeding the limit.

What are the tax implications of a One Person Company?

The applicable Tax rate to the OPC would be 30% plus cess and surcharge.

Can an OPC raise funds from the public?

No, an OPC cannot raise funds from the public. Since it is a privately held entity, it is restricted from:

  • Issuing shares to the public.
  • Listing on a stock exchange.

However, OPCs can raise funds through other methods, such as loans from banks or financial institutions or by adding a new shareholder when converting to a private limited company.

Mukesh Goyal

Mukesh Goyal is a startup enthusiast and problem-solver, currently leading the Rize Company Registration Charter at Razorpay, where he’s helping simplify the way early-stage founders start and scale their businesses. With a deep understanding of the regulatory and operational hurdles that startups face, Mukesh is at the forefront of building founder-first experiences within India’s growing startup ecosystem.

An alumnus of FMS Delhi, Mukesh cracked CAT 2016 with a perfect 100 percentile- a milestone that opened new doors and laid the foundation for a career rooted in impact, scale, and community.

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shopeg.in
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Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
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#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
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