Pharma Company Registration: How to Open a Pharma Company in India?

Aug 26, 2025
Private Limited Company vs. Limited Liability Partnerships

India is the world’s third-largest pharmaceutical market by volume and a key player in the global healthcare ecosystem. With its robust manufacturing base, cost efficiency, and innovation-driven approach, India has earned the reputation of being the “pharmacy of the world.” 

Both Indian pharmaceutical giants and foreign companies entering the market are shaping this growth trajectory, making the sector one of the most lucrative industries to invest in.

If you are an entrepreneur or investor looking to establish a pharmaceutical company in India, understanding the regulatory requirements and registration process is essential. 

This article provides a step-by-step guide on everything you need to know to register a pharma company in India, ensuring compliance while tapping into this high-growth industry.

Table of Contents

About the Pharma Company in India

A pharmaceutical company is an entity involved in the development, manufacturing, distribution, and marketing of medicines and healthcare products. Depending on the business model, pharma companies in India are typically classified as:

  • Manufacturing companies: involved in the production of drugs and medicines.
  • Marketing companies: focus on branding and distribution, often outsourcing manufacturing.
  • Wholesale businesses: supply medicines in bulk to retailers, hospitals, and distributors.
  • Retail businesses: run pharmacies and directly sell medicines to consumers.

India’s pharmaceutical industry has been expanding rapidly. As of 2025, it is valued at $55 billion and is projected to reach $120–130 billion by 2030. The government has also introduced several supportive measures:

  • 100% Foreign Direct Investment (FDI) allowed in greenfield pharma projects.
  • ₹15,000 crore PLI (Production Linked Incentive) scheme to promote domestic manufacturing.
  • Incentives for Active Pharmaceutical Ingredients (APIs) and medical devices to reduce import dependency.

With this growth potential, starting a pharmaceutical business in India is both a profitable and impactful opportunity.

Choosing the Right Business Structure for a Pharma Company

The first step in starting a pharmaceutical business in India is selecting the proper business structure. The choice depends on the scale of operations, funding requirements, and ownership preferences. Common structures include:

  • Limited Liability Partnership (LLP): Offers flexibility with limited liability.
    Private Limited Company (Pvt Ltd): Ideal for manufacturing and marketing businesses due to scalability and investor appeal.
  • Public Limited Company: Suitable for large-scale operations planning to raise funds from the public.
  • Indian Subsidiary of a Foreign Company: Allows foreign companies to establish a presence in India and leverage the growing market.

India ranks 3rd in the world by volume and 14th by value in pharmaceuticals, making it a preferred hub for domestic and international players. Choosing the right structure ensures smooth registration and compliance.

Eligibility for Registering a Pharma Company

Eligibility criteria are designed to maintain quality and compliance in the pharma sector. Key rules include:

  • The applicant must be legally competent to enter into a contract.
  • The company must appoint qualified directors and pharmacists, depending on the business type.
  • Proper compliance with the Drugs and Cosmetics Act of 1940 is mandatory.
  • Only individuals or entities with relevant pharmaceutical qualifications/experience can run such businesses.

Requirements for Registering a Pharma Company

Corporate & Structural Requirements

These are the standard legal requirements for forming a company under the Ministry of Corporate Affairs (MCA).

  • Directors and Members: The structure depends on your company type. For a Private Limited Company, a minimum of two directors and two members (shareholders) are required. The same individuals can hold both positions.
  • Director Credentials: Every proposed director must have a Digital Signature Certificate (DSC) for online document submission and a Director Identification Number (DIN), a unique identifier issued by the MCA.
  • Unique Company Name: Your proposed company name must be unique and not resemble any existing company or trademark. It must be approved and reserved through the MCA portal.
  • Registered Office Address: You must provide a physical address in India as the company's official registered office. Proof of address, such as a utility bill or rental agreement, is mandatory for verification.

Pharmaceutical & Technical Requirements

These are specific mandates from the Drugs and Cosmetics Act, 1940, enforced by state drug control departments, which are essential for obtaining a drug license.

Qualified Technical Personnel: 

You must employ qualified individuals to supervise the sale and distribution of drugs. The requirements vary based on the business type:

  • For Wholesale Business (Distribution): The operations must be supervised by a "Competent Person." This can be:
    • A Registered Pharmacist.
    • A graduate with at least one year of experience in dealing with drugs.
  • For Retail Business (Pharmacy): All sales and dispensing activities must be conducted under the direct supervision of a Registered Pharmacist.

Adequate Storage Premises: 

You must have a proper commercial space for storing medicines. The premises are inspected by a Drug Inspector and must meet specific conditions:

  • Minimum Area: Typically, a minimum of 10 square meters is required for a wholesale license. This can vary by state.
  • Proper Storage Facilities: The premises must be clean, well-lit, and equipped with necessary storage solutions like cupboards, racks, and, crucially, a refrigerator and freezer to store temperature-sensitive drugs like vaccines and serums.

Enjoy limited liability protection, easy fundraising, and better brand credibility. Register your Pvt Ltd company online with Razorpay Rize and focus on building your pharmaceutical business while we handle compliance.

How to Start a Pharmaceutical Company in India?

The incorporation process is now simplified through the SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form by the Ministry of Corporate Affairs. Steps include:

Phase 1: Business Incorporation

The first step is to register your business as a legal entity with the Ministry of Corporate Affairs (MCA). The modern SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form has streamlined this process significantly.

  • Get Director Credentials: All proposed directors of the company must obtain a Digital Signature Certificate (DSC) and a Director Identification Number (DIN). The DSC is an electronic signature used for filing documents online, and the DIN is a unique number assigned to each director.
  • Reserve a Company Name: You must apply for and reserve a unique name for your company. This can be done through the MCA portal's RUN (Reserve Unique Name) service or directly within the SPICe+ form.
  • Draft Foundational Documents: Two critical documents need to be prepared:
    • Memorandum of Association (MoA): This document defines the company's objectives and the scope of its business activities.
    • Articles of Association (AoA): This document outlines the internal rules and regulations for managing the company.
  • File the SPICe+ Form: This single, integrated web form is used to file for incorporation. It combines applications for the company name, DIN allotment, and issuance of important tax numbers like PAN and TAN.
  • Receive Certificate of Incorporation: Once the MCA approves your application, you will receive a Certificate of Incorporation. This certificate includes your unique Corporate Identity Number (CIN) and officially marks the legal birth of your company.

Phase 2: Securing Pharmaceutical Licenses

This is the most critical phase and is specific to the pharmaceutical industry. These licenses are granted by the Central Drugs Standard Control Organization (CDSCO) and State Drug Control Departments.

  • Drug License: This is the primary license required to deal with drugs and cosmetics. The type of license depends on your business model:
    • Manufacturing License: Required if you plan to manufacture drugs. This involves a rigorous inspection of your manufacturing facility to ensure it complies with Good Manufacturing Practices (GMP) and has the necessary technical staff and equipment.
    • Wholesale/Distribution License: Required for stocking, selling, and distributing drugs. This requires having adequate storage premises with proper refrigeration facilities and employing a registered pharmacist.
  • GST Registration: Before you can apply for a drug license, you must complete your Goods and Services Tax (GST) registration. The GSTIN is a mandatory requirement for the drug license application.

Phase 3: Brand and Tax Formalities

With your company and licenses in place, the final step is to protect your brand and manage your finances.

  • Trademark Registration: It is highly advisable to register your company name, logo, and the brand names of your pharmaceutical products. This protects your intellectual property and prevents others from using similar names.
  • Bank Account Opening: You can open a corporate bank account using the Certificate of Incorporation and other registration documents.

Get started with Razorpay Rize and complete your company registration online in just a few clicks. Fast approvals, 100% digital process, and expert support to make your pharma business official.

Documents Required to Register a Pharma Company

Here’s a checklist of essential documents required to open pharma company:

For Indian Directors/Shareholders:

  • PAN Card
  • Aadhaar Card
  • Passport-size photographs
  • Address proof (utility bill, bank statement)

For Foreign Directors/Shareholders:

  • Passport (notarised and apostilled)
  • Proof of overseas address
  • Photograph

For the Company:

  • Registered office address proof (rent agreement/ownership proof)
  • Utility bill of the premises (electricity/water bill)
  • MoA and AoA

Other Registrations Required for a Pharma Company

After incorporation, a pharma company must obtain additional registrations and licenses to operate legally:

  1. Drug License (under the Drugs and Cosmetics Act, 1940)


    • Manufacturing License
    • Wholesale License
    • Retail License
    • Loan License (for outsourcing manufacturing)
    • Import License (for foreign medicines)

  2. GST Registration – Mandatory for taxation and interstate sales.
  3. FSSAI Registration – Required if dealing with nutraceuticals or dietary supplements.
  4. Trademark & Patent Registration – Protects brand identity and intellectual property.
  5. Import Export Code (IEC) – For companies engaged in pharma exports/imports.

Frequently Asked Questions (FAQs)

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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 minimum investment required to open a pharmaceutical company in India?

The minimum investment depends on the type of pharma business you plan to set up:

  • Retail pharmacy/wholesale distribution – ₹5–10 lakhs (primarily for licenses, shop setup, and inventory).
  • Small-scale manufacturing unit – ₹2–5 crores (including land, plant, machinery, and approvals).
  • Marketing company (without manufacturing) – ₹10–20 lakhs (mainly for licenses, branding, and distribution network).

The costs vary depending on location, scale, and whether you plan to export.

Which business structure is best for a pharmaceutical startup in India?

The Private Limited Company structure is considered the most suitable for pharmaceutical startups because:

  • It provides limited liability protection to the founders.
  • It is preferred by investors and VCs, making it easier to raise funds.
  • It ensures better compliance and credibility with regulators, suppliers, and customers.

For foreign companies, setting up an Indian subsidiary is often the best route to enter the Indian pharma market.

How long does it take to register a pharma company?

Registering a pharmaceutical company in India through the SPICe+ process generally takes 10–15 working days, provided all documents are in order.

Do I need separate licenses for manufacturing and marketing drugs?

Yes. The licenses are different depending on your business model:

  • Manufacturing License: Required if you are producing drugs and medicines.
  • Marketing License: Required for companies that outsource production but handle branding and distribution.
  • Wholesale/Retail License: Required for distribution or retail pharmacy operations.

So, you must apply for the specific license(s) that match your pharma company’s scope of operations.

How can I protect my pharma brand name and logo from competitors?

To secure your brand identity in the competitive pharma market, you should:

  1. Register a Trademark: Protects your brand name, logo, and tagline under the Trademarks Act, 1999.
  2. Patent Registration: If you’ve developed a new drug formula or process, apply for patents to secure exclusivity.

Copyright Protection: For marketing materials, packaging, and designs.

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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A Comprehensive Guide on Micro Finance Company Registration

A Comprehensive Guide on Micro Finance Company Registration

Micro Finance Companies (MFCs) are changing lives by making financial services accessible to people who are often overlooked by traditional banks. These companies focus on helping low-income individuals, small business owners, and self-employed people by offering small loans and basic financial support.

By doing so, they promote financial inclusion and play a key role in empowering communities and boosting local economies. However, like any financial institution, Micro Finance companies need to be registered and follow specific rules and regulations to operate legally and build credibility.

In this blog, we’ll walk you through everything you need to know about registering a Micro Finance Company in India- from understanding what they do, to the steps, documents, and costs involved in the registration process.

Table of Contents

What is a Micro Finance Company?

A Micro Finance Company is a financial institution that provides small loans and financial services to low-income individuals, self-employed persons, and small enterprises who lack access to conventional banking services.

These companies play a vital role in empowering economically weaker sections, supporting entrepreneurial initiatives, and fostering local economic development by promoting financial inclusion.

Features of Micro Finance Company

Micro Finance Companies are characterised by:

  • Providing small-ticket loans, typically without the need for collateral
  • Targeting low-income, rural, and unbanked populations
  • Offering simplified and accessible loan approval processes
  • Promoting financial literacy and inclusive banking

Objectives of Micro Finance Company

The main objectives of an MFC include:

  • Promoting financial inclusion for low-income individuals
  • Empowering women and self-employed entrepreneurs
  • Supporting small businesses and farming communities
  • Encouraging savings and responsible financial behaviour
  • Driving sustainable economic growth in underserved areas

Need for Micro Finance Company

There is a growing need for MFCs due to the lack of access to formal credit channels among the financially marginalised. Traditional banks often require credit history and collateral, which many low-income individuals cannot provide.

MFCs bridge this gap by offering unsecured loans and financial products tailored to the needs of small businesses, farmers, and micro-entrepreneurs.

Roles of a Micro Finance Company

Micro Finance Companies perform various functions that support economic empowerment:

  • Disbursing microloans to low-income individuals and small enterprises
  • Offering savings schemes and recurring deposit products
  • Providing insurance and risk mitigation solutions
  • Conducting financial literacy and awareness programs

Prerequisites for Microfinance Company Registration

A Micro Finance Company (MFC) can be registered either as an NBFC or as a Section 8 Company. The prerequisites vary depending on the type of entity you choose.

Prerequisites NBFC Section 8
Approval by the RBI It is mandatory It is not required
Net Owned Fund (NOF) Requires a minimum NOF of ₹5 crores There is no minimum requirement
Loan Limit It should be a maximum of 10% of the total assets There is a provision for an unsecured loan of around Rs. 50,000 to small businesses
Director Experience At least one director with 10 years of experience in financial services No prior experience required
No. of members Minimum members:
Private Limited Company- 2
Public Limited Company - 7
Minimum of 2 members
Status of Organisation Profitable Organisation Non-profit Organisation

Documents Required for Micro Finance Company Registration

Key documents include:

  • Identity and address proof of directors
  • Memorandum and Articles of Association
  • Business plan and financial projections
  • RBI approval (for NBFCs)
  • Certificate of Incorporation (for Section 8 companies)
  • Net Owned Fund certificate (for NBFCs)
  • Copy of Auditor’s report
  • Banker’s report copy
  • Recent credit report of the directors
  • Net worth certificate of the directors
  • Proof of work experience in the financial sector
  • Tax and statutory compliance documents

Micro Finance Company Registration as an NBFC

Given the two different approaches to forming a microfinance company, the registration process for an NBFC-MFI follows a specific set of steps:

  1. Company Incorporation:
    The first step is to register your business as either a Public Limited or a Private Limited Company. A private company requires a minimum of 2 members and a capital of ₹1 lakh, while a public company requires at least 7 members.
  2. Capital Requirement:Next, you must raise the minimum required Net Owned Funds (NOF)- ₹5 crore for most regions.
  3. Capital Deposit:
    Once the capital is raised, it must be deposited in a bank as a fixed deposit, and a ‘No Lien’ certificate must be obtained from the bank to confirm the funds are unencumbered.
  4. RBI License Application:
    The company must then apply for an NBFC license by submitting an online application through the RBI’s portal, along with all necessary certified documents. Additionally, a physical copy of the application and documents must be submitted to the RBI’s regional office.
  5. All documents should be readily available with the company at the time of filing.

Micro Finance Company Registration as a Section 8 Company

Alternatively, a Micro Finance company can be registered as a Section 8 Company, which is a not-for-profit entity. The steps involved in this process are:

  1. Obtain DSC:
  2. Begin by applying for the Digital Signature Certificate (DSC) for all proposed directors. The DSC is essential for digitally signing e-forms during the registration process.
  3. Name Approval:
  4. Next, apply for name approval using the SPICe+ form. The chosen name should reflect the company's non-profit nature- suggested words include Foundation, Sanstha, or Micro Credit.
  5. Draft and File MOA & AOA:
  6. Once the name is approved, prepare the Memorandum of Association (MOA) and Articles of Association (AOA). These must be filed along with the necessary supporting documents.
  7. Submit Incorporation Documents:
  8. Finally, all relevant incorporation documents, including Form INC-12, must be filed to obtain the license to operate as a Section 8 company.

Micro Finance Company Registration Fees

Registration fees vary based on the chosen structure:

  • NBFCs: Government registration charges, RBI license fee, legal and consultancy fees, and compliance setup costs.
  • Section 8 Companies: Lower fees due to no capital requirement; includes MCA license charges, incorporation costs, and legal consultations.

Registration Process of the Company with the RBI

Step 1: Register the Brand Name as a Trademark

Before proceeding with the RBI registration, it’s important to secure your brand identity. Registering your brand name or logo as a trademark under the Trademarks Act, 1999, ensures legal protection and exclusive rights to use the name across India.

Step 2: Incorporate the Company and Obtain a Certificate of Incorporation

Begin by registering your business as a Private Limited or Public Limited Company under the Companies Act, 2013 via the Ministry of Corporate Affairs (MCA) portal.
You will receive a Certificate of Incorporation (CoI) upon approval, which acts as the legal foundation for your microfinance company.

Step 3: Deposit Capital and Obtain No Lien Certificate

Raise the required Net Owned Funds (NOF)—₹5 crore (₹2 crore for northeastern states)—and deposit it as a Fixed Deposit in a scheduled commercial bank. Obtain a No Lien Certificate from the bank, confirming the funds are unencumbered and reserved as per RBI norms.

Step 4: Prepare and Submit the Detailed Project Report (DPR)

Create a robust Detailed Project Report covering your business plan, financial projections, risk management policies, organisational structure, and promoter background.

Step 5: Complete RBI Formalities and Gather Certified Documents

Collect all required documents, including:

  • Certificate of Incorporation
  • MOA & AOA
  • PAN & TAN
  • No Lien Certificate
  • Board resolutions
  • Audited financials (if available)

Step 6: Submit Online Application via RBI's Portal

Access the portal and complete the online NBFC-MFI application. Upload all necessary documents and ensure there are no errors or omissions in the form.

Step 7: Submit a Physical Application to the RBI Regional Office

After the online submission, send a hard copy of your application, including all enclosures and supporting documents, to the Regional Office of the RBI under whose jurisdiction your company falls.

Conclusion

Registering a Micro Finance Company enables you to reach underserved communities while operating within a legal and trusted framework.

Each model has its own advantages. NBFCs are ideal for those looking to operate commercially, access capital markets, and build a for-profit lending institution with high compliance standards. On the other hand, Section 8 Companies are best suited for nonprofit or social enterprise models focused on financial literacy, community development, or charitable micro-lending.

Frequently Asked Questions

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Register your business
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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

How Do I Start a Microfinance Company?

Each model has its own advantages. NBFCs are ideal for those looking to operate commercially, access capital markets, and build a for-profit lending institution with high compliance standards. On the other hand, Section 8 Companies are best suited for nonprofit or social enterprise models focused on financial literacy, community development, or charitable micro-lending.

  • As an NBFC-MFI (Non-Banking Financial Company - Micro Finance Institution)This is a for-profit model regulated by the RBI, which is ideal if you plan to scale lending operations commercially.
  • As a Section 8 Company (Non-Profit Model)This structure is more suitable for social enterprises or charitable organisations offering microcredit without profit motives.

Key steps:

  1. Incorporate a company (Private/Public Ltd. or Section 8).
  2. Raise the required capital (₹5 crore for NBFC-MFI or as applicable).
  3. Deposit capital and get a No Lien certificate from a bank.
  4. Submit a Detailed Project Report (DPR).
  5. Apply to the RBI for a license (NBFC route) or to the MCA for Section 8.
  6. Await approval and begin operations.

How Do I Get a Microfinance License?

If you're forming an NBFC-MFI, the license must be obtained from the Reserve Bank of India (RBI).

Steps to get the license:

  1. Incorporate a company under the Companies Act
  2. Raise and deposit ₹5 crore as Net Owned Funds
  3. Obtain a No Lien certificate for the FD from the bank
  4. Prepare a Detailed Project Report (DPR) and supporting documents
  5. Apply online via the RBI's portal
  6. Submit physical documents to the RBI Regional Office

For Section 8 Companies, you need to apply to the Ministry of Corporate Affairs (MCA) for a license using Form INC-12.

How Much Capital is Required to Start a Micro Finance Company?

  • If you are starting as an NBFC-MFI, the minimum capital (Net Owned Funds) required is ₹5 crore for most parts of India.
  • For a Section 8 Company, there is no minimum capital requirement. However, the capital should be sufficient to support your operations and fulfil the objectives laid out in your application.

How Do I Register a Micro Company?

If by “micro company” you mean a Microfinance Company, you can register in two ways:

  1. As a Private or Public Limited Company (for NBFC route)
  2. As a Section 8 Company (for nonprofit)

Once your company is incorporated, follow the appropriate process (RBI or MCA) to apply for microfinance permissions.

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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Stamp Duty on LLP Agreement: Rates, Payment & State-Wise Details

Stamp Duty on LLP Agreement: Rates, Payment & State-Wise Details

When choosing a business structure in India, Limited Liability Partnerships (LLPs) have become a go-to option for many entrepreneurs. They offer the best of both worlds- flexibility in operations like a partnership and limited liability like a company.

But setting up an LLP involves many crucial steps, one of which is drafting and executing an LLP Agreement. The agreement is the document that spells out how the business will run and how partners will work together.

Table of Contents

What is an LLP Agreement?

An LLP Agreement is a written contract between the partners of a Limited Liability Partnership. It defines the mutual rights, duties, and responsibilities of the partners and outlines how the LLP will be managed.

This agreement acts as a rulebook for the internal functioning of the LLP, covering areas such as profit-sharing ratios, decision-making processes, roles of individual partners, dispute resolution mechanisms, and procedures for adding or removing partners.

In short, LLP Agreement is the foundational legal document that governs the relationship between the partners and ensures smooth day-to-day operations.

Need and Purpose of LLP Agreement

The LLP Agreement is more than just a formality—it's a critical document that provides clarity and structure to the partnership. Here’s why it’s necessary:

  • Defines roles and responsibilities: Each partner's role, contribution, and authority are clearly outlined.
  • Avoids disputes: A well-drafted agreement helps prevent conflicts by setting expectations early.
  • Facilitates smooth operations: It streamlines internal decision-making and operational protocols.
  • Profit-sharing clarity: Partners know exactly how profits and losses will be distributed.
  • Legal safeguard: In case of disputes, courts consider the agreement as a key legal reference.

The partnership may face operational confusion and legal complications without a properly executed and stamped LLP Agreement.

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Stamp Duty on LLP Agreement

Stamp duty is a mandatory legal tax imposed on certain documents, including LLP Agreements, to make them legally enforceable. In India, the stamp duty applicable to LLP Agreements is governed by the State Stamp Act of the respective state where the LLP is registered.

The stamp duty amount is typically based on the total capital contribution mentioned in the agreement. While some states impose a fixed fee, others may levy a percentage-based duty. It’s essential for LLPs to pay the correct stamp duty to avoid future legal or financial penalties.

Here’s a quick reference table showing the stamp duty applicable to LLP Agreements based on capital contributions across different states in India.

State Capital Contribution of up to INR 1 Lakh (in INR) Capital Contribution for INR 1 to 5 Lakh (in INR)
Andhra Pradesh 500 500
Arunachal Pradesh 100 100
Assam 100 100
Chhattisgarh 2000 2000-5000
Goa 150 150
Gujarat 1000 2000-5000
Haryana 1000 1000
Himachal Pradesh 100 100
Jharkhand 2500 5000
Kerala 5000 5000
Madhya Pradesh 2000 2000-5000
Maharashtra 1% of Capital (Minimum 500) 1% of Capital
Manipur 100 100
Meghalaya 100 100
Mizoram 100 100
Nagaland 100 100
Odisha 200 200
Punjab 1000 1000
Rajasthan 4000 (Minimum 2000) 4000-10000 (2000 on multiples of 50000)
Sikkim 100 100
Tamil Nadu 300 300
Telangana 50-100 100-200
Tripura 100 100
Uttarakhand 750 750
Uttar Pradesh 750 750
West Bengal 150 150

In New Delhi, the stamp duty on an LLP Agreement is charged at 1% of the total capital contribution.

Factors Affecting Stamp Duty on LLP Agreement in India

The 2013 Act introduced more stringent rules, bringing private companies with share capital under the same requirements to enhance transparency and accountability.

  • State of Registration: Each state in India has its own Stamp Act and may prescribe different rates for LLP Agreements.
  • Capital Contribution: The total contribution by all partners significantly impacts the stamp duty amount- higher contributions often mean higher duty.
  • Fixed vs. Percentage-Based Fee: Some states charge a fixed amount (e.g., ₹1,000), while others impose a percentage of the capital contribution.
  • Regulatory Changes: Amendments in central or state laws can lead to changes in the applicable stamp duty rates.

Conclusion

Stamp duty on an LLP Agreement is a foundational compliance step that validates your business arrangement. With rates varying from one Indian state to another and being influenced by capital contributions and regulatory changes, it's important to understand the specific requirements applicable to your LLP.

Ignoring or underpaying stamp duty might seem like a small risk at first, but it can lead to legal complications, penalties, and delays if your agreement is ever scrutinised. On the other hand, taking the time to understand and comply with stamp duty requirements ensures your LLP starts on solid legal ground.

Frequently Asked Questions

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Frequently Asked Questions

How much stamp duty is for an LLP agreement?

The stamp duty on an LLP agreement varies depending on the state in which the LLP is registered and the capital contribution mentioned in the agreement. Some states charge a fixed fee, while others charge a percentage of the capital contribution.

How is stamp duty calculated for an LLP Agreement in India?

Stamp duty is generally calculated based on:

  • The state-specific stamp laws (as per the State Stamp Act
  • The total capital contribution of the LLP
  • Whether the LLP is being newly formed or undergoing a change (such as the addition of a partner or conversion)

Are there any exemptions or concessions available for stamp duty on LLP agreements in India?

Some states may offer exemptions or concessions, especially:

  • For women entrepreneurs, startups, or businesses under government incentive schemes.
  • In special economic zones or for LLPs with a low capital contribution.

However, such concessions vary by state and are subject to State government notification. It's best to check with your local Sub-Registrar Office or official stamp authority.

Where can I find the specific stamp duty laws applicable to LLP agreements in India?

You can refer to:

  • The State Stamp Act of the respective state (e.g., Maharashtra Stamp Act, Delhi Stamp Act).
  • The official websites of State Revenue Departments.
  • Consult a legal professional or a chartered accountant for guidance based on your state and business details.

Is stamp duty applicable on the conversion of a company to an LLP?

Yes, stamp duty is applicable when a company is converted into an LLP.

  • The new LLP agreement is considered a fresh legal instrument, and stamp duty is levied based on the capital structure and state rules.
  • Some states may also charge stamp duty on the transfer of assets from the company to the LLP during conversion.

Sarthak Goyal

Sarthak Goyal is a Chartered Accountant with 10+ years of experience in business process consulting, internal audits, risk management, and Virtual CFO services. He cleared his CA at 21, began his career in a PSU, and went on to establish a successful ₹8 Cr+ e-commerce venture.

He has since advised ₹200–1000 Cr+ companies on streamlining operations, setting up audit frameworks, and financial monitoring. A community builder for finance professionals and an amateur writer, Sarthak blends deep finance expertise with an entrepreneurial spirit and a passion for continuous learning.

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Offshore Company Registration - Process, Benefits and Requirements

Offshore Company Registration - Process, Benefits and Requirements

In today’s global economy, businesses often look beyond their home countries to expand operations, access new markets, and optimise taxes. Setting up an offshore company is one common way to achieve this.

In simple terms, an offshore company is a business entity registered in a country different from where its owners reside or conduct most of their operations. For example, a U.S. resident might register a company in India to access the Indian market or tap into the country’s tech ecosystem.

Offshore companies operate under the laws of the country where they are registered, not the country where their owners live. Many businesses choose this structure for benefits such as legal advantages, tax efficiency, easier cross-border operations, and access to international markets.

In this blog, we’ll explain offshore company registration, the legal framework in India, the process, compliance requirements, and the key benefits to help you make an informed decision.

Table of Contents

Which Acts Govern Offshore Companies in India?

If you are looking to register an offshore company in India, here are the key laws that will apply:

  • Companies Act, 2013: Governs company incorporation, management, and reporting.
  • Foreign Exchange Management Act (FEMA), 1999:  Governs foreign investment, repatriation of profits, and forex dealings.

When foreign nationals or companies set up operations in India, they must comply with these acts. 

Permissible structures for offshore companies in India include:

  • Joint Ventures (JV) with an Indian partner.
  • Wholly-owned subsidiaries (common in sectors like IT and services).
  • Branch Offices (used by foreign companies to conduct business directly in India).
  • Project Offices (for executing specific projects in India).

Requirements for Registering an Offshore Company

To legally register an offshore company in India, certain legal and structural requirements must be met:

  • Private Limited – 2 shareholders and 2 directors (at least 1 Indian director).
  • Public Limited – 7 shareholders and 3 directors (at least 1 Indian director).
  • LLP – 2 designated partners (at least 1 Indian resident).
  • Authorised capital: No minimum paid-up capital required for a Private Limited Company, but authorised capital must be declared.
  • Local presence: Offshore companies must maintain a registered office in India and appoint a local agent if required (esp. for branch or project offices).

Related Read: Find Out Which Company Type to Register for your Business

Offshore Company Registration Process

Registering an offshore company in India typically involves the following steps:

Step 1: Obtain DSC


DSC (Digital Signature Certificate): Required to digitally sign incorporation documents.

Related Read: How to apply for a Digital Signature Certificate in India

Step 2: Reserve Company Name

File SPICe+ Part A on the Ministry of Corporate Affairs (MCA) portal to reserve the desired company name. Ensure the name complies with the Companies Act, 2013 guidelines and is not identical or too similar to existing trademarks or companies.

Step 3: Prepare Documents

Draft the following key documents:

Have these documents duly signed and notarised (where required).

Step 4: File Incorporation Application

  • Complete SPICe+ Part B on the MCA portal.
  • Upload all prepared documents along with:
    • Proof of registered office address in India.
    • PAN and TAN application forms.
  • Pay the required fees.

Step 5: Verification and Approval

  • The Registrar of Companies (ROC) reviews your application and documents.
  • Upon successful verification, the ROC issues the Certificate of Incorporation (COI), officially registering your offshore company in India.

Compliances by an Offshore Company in India

Once registered, offshore companies in India must follow key compliance requirements:

  • Annual General Meetings (AGMs): Conducted as per the Companies Act.
  • Auditor appointment: Mandatory appointment of a qualified auditor.
  • Financial records: Maintain proper books of accounts and file Annual Returns (MGT-7) and Financial Statements (AOC-4).
  • Tax filings: File annual Income Tax returns under the Income Tax Act.

Mandatory Registers:

  • Register of Directors and Key Managerial Personnel
  • Register of Members (Shareholders)
  • Register of Share Transfers
  • Register of Charges
  • Register of Debenture Holders (if applicable)

Benefits of Registering an Offshore Company in India

India is becoming a popular choice for offshore company registration due to several advantages:

  • Low capital requirements: No mandatory minimum paid-up capital for Pvt Ltd companies.
  • Attractive tax regime: Corporate tax rate of ~30%, with incentives for sectors like IT/ITES.
  • Double Taxation Avoidance Treaties (DTAA): India has DTAAs with 70+ countries, helping avoid double taxation on global income.
  • Skilled workforce: India offers a large pool of English-speaking, technically skilled talent- ideal for tech, services, and product-based companies.
  • Strong infrastructure: Cities like Bengaluru, Hyderabad, Pune, and Gurugram offer world-class tech parks, incubators, and infrastructure.
  • Growing economy: India’s rapidly growing economy offers huge market potential for both B2B and B2C businesses.

Conclusion

India offers a dynamic and supportive environment for offshore company registration. It combines cost-effectiveness, a large pool of skilled talent, and a fast-growing domestic market.

In today’s connected world, businesses are no longer bound by borders. If you’re looking to expand globally, diversify your operations, or tap into India’s thriving economy, setting up an offshore company here can be a smart move. From IT services to manufacturing to eCommerce, India offers countless opportunities across industries.

Frequently Asked Questions

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Register your business
rize image

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

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

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 offshore registration?

Offshore registration refers to the process of incorporating a company in a country other than the one where its primary operations or owners reside. It is often done to benefit from favorable tax laws, business-friendly regulations, or global expansion.

Which country is the easiest to open an offshore company?

Some of the easiest countries to open an offshore company include the British Virgin Islands (BVI), Cayman Islands, Singapore, and the UAE. These jurisdictions offer streamlined incorporation processes, low tax rates, and minimal regulatory hurdles.

What are the benefits of an offshore company?

Offshore companies offer several benefits including tax optimization, asset protection, enhanced privacy, access to international markets, and ease of global business operations.

What is the meaning of offshore company?

An offshore company is a legal business entity established in a foreign jurisdiction, typically to take advantage of local benefits such as tax efficiency, confidentiality, and ease of doing international business.

Sarthak Goyal

Sarthak Goyal is a Chartered Accountant with 10+ years of experience in business process consulting, internal audits, risk management, and Virtual CFO services. He cleared his CA at 21, began his career in a PSU, and went on to establish a successful ₹8 Cr+ e-commerce venture.

He has since advised ₹200–1000 Cr+ companies on streamlining operations, setting up audit frameworks, and financial monitoring. A community builder for finance professionals and an amateur writer, Sarthak blends deep finance expertise with an entrepreneurial spirit and a passion for continuous learning.

Read more

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