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Open an LLC in India

Open an LLC in India

Updated on Wednesday 22nd September 2021

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Open-an-LLC-in-India.jpgThe limited liability company, or the LLC, in India is a business structure that is separate from its founders and where the investors are only liable up to the extent of capital they invest in the business. The company can enter into agreements, can commence legal proceedings and can be sued. In order to open an LLC in India, investors will need to follow a few steps and this article is a short guideline on these.
 
Our law firm in India offers complete company incorporation services for local and foreign investors. We can assist you each step of the way, from drafting the documents to applying for the additional permits needed to run the company.
 

Steps for LLC formation in India

 
The five steps detailed below are the main ones that need to be followed when opening an LLC in India:
 
  1. Obtain the director’s number: this is the identification number of the company director and can be obtained when he is physically present in the country or through a special process when this is not possible.
  2. Obtain the digital signature: the company director must submit a digital signature that will be used on the company’s constitutive documents.
  3. Obtain the name approval: the company name must be unique and an application for approval is submitted with the Registrar of Companies.
  4. Submit the documents: once the company has a bank account and all the documents in order, these are submitted to the Registrar for obtaining the incorporation certificate.
  5. Obtain a tax account number: this is required for income tax deduction purposes and one of our lawyers in India can assist you in submitting the documents with the Income Tax Department.
As far as the name of the new LLC is concerned, it is subject to Sections 4(2) and (3) of the Companies Act, 2013, and other rules that indicate, amongst others, that it may not be identical to or resemble too closely anu other name of a company that is already registered under the Act. The company name cannot be undesirable as per the rules of the Central Government and it cannot include certain words or expressions (for example, certain words that are offensive). Moreover, the LLC name cannot be identical or resemble too much the name of an already existent and registered limited liability partnership.
 
Our team of attorneys in India can detail these steps and can help you during the registration procedure for an LLC.
 
If you wish to move to the country to start your company, we can help you apply for residency in India.
 
Foreign companies can establish their presence in India through a different method, which includes opening the said place of business via a special form submitted with the authorities. The form is signed digitally by the foreign company’s representative and in this case, there is no need to obtain the director’s number (although the authorized representative does need to be registered with the authorities). If you wish to open a branch, rather than an LLC, you can reach out to our specialists.
 

LLC changes and management

 
A limited liability company has a managing director, other directors and a secretary. The organizational structure is determined before incorporation as the names of the managing director and those of the directors will be included in the constitutive documents. Investors should note that any post-registration changes brought to the new company’s organizational structure are to be communicated to the Registrar of Companies within 30 days of the event. This also applies to any changes of the company secretary or the company manager.
 
When buying an existing LLC in India, or simply when the owners of the company wish to change the name, they will need to reserve the new name by following the initial process (make the reservation with the Registrar) and then, once the new name is approved, alter the Articles of Association and the Memorandum to include the new name. Moreover, the new constitutive documents of the company will need to be filed with the Registrar. The change of the name takes full effect once the company owners have also filed the special form that allows the name change to be approved by the Central Government.
 

LLC taxation in India

 
An LLC in India is subject to a number of taxes as well as certain annual filing requirements. Taxation is based on residence and a company is considered a resident if it is incorporated in India or has its effective management location in the country (for the respective tax year). Resident companies, such as a newly incorporated LLC, are taxed on their worldwide income. The following tax rates apply:
 
  • Corporate income tax: a standard 30% rate applies to domestic companies; a special taxation regime with a rate of 22% is also available, subject to certain conditions;
  • Withholding tax: 10% or 7.5% in case of resident companies for dividend payments;
  • Goods and services tax: 5%, 12%, 18%, 28% and a 0% rate for certain types of goods and services; the most common rate is the 18% one;
  • Other taxes: 12% social security contributions for the employer; there is no payroll tax, no capital duty and no net wealth or inheritance tax; real property tax is applies on a municipal level.
 
A surcharge applies in addition to the standard rate. This means that the effective tax rate has a value of 34.944% for domestic companies. A different rate, that is also subject to surcharge, applies in case of foreign companies.
 
Certain resident companies, such as those in the manufacturing sector, which were incorporated after 1 October 2019 can select a different, lower corporate income tax rate of 15% (to which a surcharge can apply). An alternative minimum tax, which can be explained by our team of tax lawyers, applies in case of companies with a tax liability of less than 15% of their book profits.
 
Companies in India observe a tax year starting on April 1 and ending the following year on 31 March. In most cases, companies submit a final return by the end of October, however, in the tear 2019-2020 and in 2021, the filing deadlines have changed as a result of the coronavirus pandemic. We advise investors who wish to open a company in India in 2021 reach out to our team of tax experts to find out more about the conditions for filing and payment and the applicable deadlines.
 
Limited liability companies can benefit from incentives when they activate in certain business sectors. For example, a deduction of 100% is available for payments made to an Indian resident company involved the scientific research activities. Deductions also apply when such a payment is made to an Indian college or university.
 

About the LLC in India

 
The limited liability company encompasses two distinct types of legal entities: the private and the public LLC. Their basic characteristics remain unchanged, meaning that the founders are only liable up to a limited amount. However, an important difference is that the public limited company can transfer shares and accepts public deposits. It is more suitable for large businesses, as opposed to the private one. The private company is formed with two shareholders while the public one must have seven shareholders. Certain requirements also apply to the number of directors. These types of companies are incorporated with a minimum paid-up capital.
 
Our lawyers in India can give you complete details about the LLC and can help you understand the legal aspects of owning a business in the country. Investors who wish to relocate to India can reach out to us for assistance during this process.
 
We are also able to assist you if you have operated a company in the country for some time and need details about the Indian citizenship by investment requirements.
 
Investors who initially opt for one of the two forms, either private or public, should know that they can convert the private company into a public one and the public LLC into a private LLC, should this better serve their needs. In order for this to take place, the company owners will need to file a specific form with the Registrar and alter the Articles of Association and the Memorandum.
 
Our agents can help answer any questions about company formation in India and the different requirements for incorporation. Contact our Indian law firm for more information and advice.