Register a Private Limited Company in India from Romania

How to Register a Private Limited Company in India from Romania

A Private Limited Company is the most popular entity type for foreign investors entering India. For Romanian entrepreneurs and businesses looking to establish a permanent commercial presence in India, a Private Limited Company offers the ideal combination of limited liability protection, 100% foreign ownership under the automatic route, and no minimum capital requirement. Unlike a Branch Office or Liaison Office, a Private Limited Company can engage in any lawful business activity including manufacturing, trading, and services.

India and Romania share a longstanding diplomatic relationship. Bilateral trade was about US$1.23 billion in FY 2025-26, after peaking at close to US$3 billion in FY 2023-24. Romanian Foreign Minister Luminita-Teodora Odobescu visited India in February 2024 for the Raisina Dialogue, when a joint declaration marking the 10th anniversary of the India-Romania Extensive Partnership was issued. Indian investment in Romania is estimated at US$1-1.5 billion, and trade flows include petroleum products, engineering goods, pharmaceuticals, machinery, and electronics. For Romanian companies and individuals seeking to participate in India's rapidly growing economy, incorporating a Private Limited Company provides the most flexible and tax-efficient structure. For entity comparisons, see Private Limited vs LLP and Private Limited vs Public Limited.

FDI Route and Regulatory Requirements

Romanian investors can set up a Private Limited Company in India under the automatic route in most sectors where 100% FDI is permitted. No prior approval from the RBI or the Government of India is required. The investor simply incorporates the company, receives FDI through banking channels, and files the required FC-GPR form with the RBI within 30 days of share allotment.

Key Regulatory Points

• FDI route: Automatic in most sectors (IT, services, manufacturing, trading, e-commerce marketplace)
• Ownership: 100% foreign ownership permitted; a Romanian individual or company can hold all shares
• Minimum capital: No minimum paid-up capital requirement under the Companies Act 2013
• Directors: Minimum 2 directors required, of which at least 1 must be a resident of India (person who has stayed in India for at least 182 days during the financial year, per Section 149(3) of the Companies Act 2013)
• Shareholders: Minimum 2, maximum 200 shareholders

Since Romania does not share a land border with India, Press Note 3 (2020) restrictions do not apply. Romanian investors are exempt from the additional government approval requirements that apply to investments from China, Pakistan, Bangladesh, and other neighbouring countries. For details on restricted sectors, see Automatic Route vs Government Approval.

DTAA Benefits for Romanian Investors

India and Romania have a Double Taxation Avoidance Agreement in force. The original convention was signed on 10 March 1987 and was replaced by a revised convention signed on 8 March 2013, which entered into force on 16 December 2013 and has applied in India since 1 April 2014 (CBDT Notification No. 13/2014, S.O. 680(E)). The DTAA provides significant tax benefits for Romanian investors operating through a Private Limited Company in India:

• Dividends (Article 10): Capped at 10% withholding tax in the source country
• Interest (Article 11): Capped at 10% withholding tax
• Royalties (Article 12): Capped at 10% withholding tax
• Fees for technical services (Article 12): Capped at 10% withholding tax
• Capital gains (Article 13): Gains on shares of an Indian company may be taxed in India; gains from immovable property are taxable where the property is situated, and most other gains are taxable only in the seller's state of residence

A Private Limited Company incorporated in India is treated as a domestic company for tax purposes, taxed at 22% under Section 115BAA of the Income-tax Act 1961, carried forward as section 200 of the Income-tax Act 2025 which took effect on 1 April 2026 (effective rate 25.17% including surcharge and cess) or, for new manufacturing companies that commenced manufacturing on or before 31 March 2024, 15% under Section 115BAB, now section 201 of the Income-tax Act 2025 (effective rate 17.16%; this window is now closed to companies commencing manufacturing after that date). This is substantially lower than the 35% tax rate applicable to Branch Offices. Romanian shareholders can claim DTAA benefits when receiving dividends or payments from the Indian company. Obtain a Tax Residency Certificate from Romania's tax authority (ANAF) and file Form 10F in India to claim treaty benefits.

Document Requirements and Authentication

Romania acceded to the Hague Apostille Convention on 7 June 2000 and the Convention entered into force for Romania on 16 March 2001. Romanian documents require an apostille rather than the lengthier embassy attestation process. Romania has designated three competent authorities: the Offices of the Prefect for administrative documents, the Chambers of Notaries Public for notarial acts, and the tribunals for court documents and for official certificates authenticating signatures on private documents. For details, see Apostille vs Embassy Attestation.

Documents Required from Romanian Investors

• Passport copies of all proposed directors and shareholders (notarised and apostilled)
• Address proof of Romanian directors (utility bill or bank statement, not older than 2 months, apostilled)
• Certificate of Incorporation of the Romanian parent company, if applicable (apostilled)
• Board resolution from the Romanian parent company authorising investment in India, if applicable
• Photographs of all directors and shareholders
• Digital Signature Certificate (DSC) for all proposed directors
• Director Identification Number (DIN) application for Romanian directors

Documents Prepared in India

• SPICe+ (INC-32) form filed on the MCA portal
• Memorandum of Association (MoA) and Articles of Association (AoA)
• Declaration by first directors and subscribers
• Proof of registered office address (rent agreement + NOC from landlord + utility bill)
• INC-9 declaration by each subscriber and director

Step-by-Step Registration Process

The incorporation of a Private Limited Company in India uses the integrated SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) web form on the MCA portal.

Step 1: Obtain Digital Signature Certificates (DSC)

All proposed directors must obtain a Class 3 Digital Signature Certificate. Romanian directors can apply through Indian DSC providers by submitting a notarised passport copy and address proof. Timeline: 3-5 days.

Step 2: Apply for Director Identification Number (DIN)

Each director must have a unique Director Identification Number. For Romanian nationals, the DIN application is filed as part of the SPICe+ form. Supporting documents include apostilled passport copies and address proof.

Step 3: Reserve Company Name

Apply for name reservation through SPICe+ Part A on the MCA portal. (RUN is used only to change the name of an already-incorporated company, not to reserve a name for a new incorporation.) Two name choices can be submitted. The name must include "Private Limited" and should not be identical or similar to existing registered companies. Timeline: 1-2 days for approval.

Step 4: File SPICe+ Form (INC-32)

File the integrated SPICe+ form on the MCA portal with the MoA, AoA, declarations, and all supporting documents. The SPICe+ form simultaneously applies for company incorporation, PAN, TAN, EPFO registration, ESIC registration, and, in the states that levy it, profession tax registration. Timeline: 5-10 days for approval.

Step 5: Receive Certificate of Incorporation

Upon approval, the ROC issues the Certificate of Incorporation along with PAN and TAN. The company is now legally incorporated and can open a bank account in India.

Step 6: Open Bank Account and Receive FDI

Open a current account with an Indian bank using the Certificate of Incorporation. Receive foreign investment from Romania through banking channels (wire transfer to the company's Indian bank account).

Step 7: File FC-GPR with RBI

Within 30 days of allotment of shares to the Romanian investor, file Form FC-GPR with the RBI through the AD bank. This form reports the FDI inflow and share allotment details. Failure to file within 30 days attracts penalties under FEMA regulations.

Timeline and Costs

The end-to-end timeline for incorporating a Private Limited Company in India from Romania is approximately 4-6 weeks:

Cost Breakdown

• Government fees (MCA): INR 2,000-5,000 (depends on authorised capital)
• Stamp duty: INR 5,000-20,000 (varies by state of registration)
• DSC: INR 1,500-3,000 per director
• PAN/TAN: Included in SPICe+ process
• Professional fees (CS/CA): INR 15,000-50,000
• Apostille charges in Romania: a per-document fee set by the issuing authority (prefecture, notary chamber or tribunal) - confirm the current tariff
• Total estimated cost: INR 30,000-80,000 plus apostille costs

Post-Registration Compliance

A Private Limited Company in India must comply with ongoing regulatory requirements under the Companies Act 2013, Income Tax Act, and FEMA:

• Board meetings: Minimum 4 board meetings per year, with not more than 120 days between two consecutive meetings
• Annual General Meeting (AGM): Within 6 months from the close of the financial year
• ROC filings: Form AOC-4 (financial statements) and MGT-7 (annual return) within 30 and 60 days of AGM respectively
• Income tax return: Filed annually by 31 October, or by 30 November where a transfer pricing report in Form 3CEB is required
• GST compliance: Monthly or quarterly GST returns if applicable
• Annual Return on Foreign Liabilities and Assets (FLA): Filed with the RBI by 15 July each year on the FLAIR portal, reporting the foreign investment held in the company (the Annual Performance Report is a separate filing that applies to Indian entities investing abroad, not to inbound FDI)
• Transfer pricing: Mandatory compliance with transfer pricing regulations for all related-party transactions between the Indian company and Romanian parent or affiliates
• Statutory audit: Mandatory annual audit by a practising Chartered Accountant

Beacon Filing offers end-to-end annual compliance, corporate tax filing, and FEMA/RBI compliance services for foreign-owned Private Limited Companies.

Common Challenges for Romanian Companies

Resident Director Requirement

At least one director of the Private Limited Company must be a resident of India, having stayed in India for a minimum of 182 days during the financial year, per Section 149(3) of the Companies Act 2013. Romanian investors who do not have a trusted contact in India can appoint a professional resident director through corporate service providers. However, appointing a nominee director carries governance risks and should be paired with robust shareholder agreements and board-level controls.

Document Translation and Apostille

Romanian corporate documents and personal identification documents are issued in Romanian. All documents submitted to the MCA must be in English or accompanied by certified translations. Romanian apostilles are issued by the Office of the Prefect for administrative documents, by the Chambers of Notaries Public for notarial acts, and by the tribunals for court documents and authentications of signatures; the process typically takes a few working days. Budget additional time for translations by authorised translators (traducatori autorizati) recognised by the Romanian Ministry of Justice.

Opening an Indian Bank Account Remotely

Indian banks require extensive KYC documentation for accounts opened by foreign-owned companies. While the incorporation can be completed entirely online, some banks may require an in-person visit by a director for account opening. Video KYC is increasingly accepted by major banks, but Romanian directors should confirm this with the chosen bank in advance. Our company registration service includes bank account facilitation.

Understanding Indian Financial Year

India's financial year runs from 1 April to 31 March, which differs from Romania's calendar year (1 January to 31 December). Romanian investors must account for this difference in financial planning, reporting, and intercompany transactions. The Indian subsidiary's financial statements will follow the Indian financial year, which may create misalignment with the Romanian parent's consolidation cycle.

Repatriation of Profits

Dividends from the Indian Private Limited Company to Romanian shareholders are subject to 10% withholding tax under the India-Romania DTAA (compared to 20% plus surcharge and cess under domestic law without the DTAA). Ensure that Form 15CA/15CB is filed before each remittance and that a valid Tax Residency Certificate from Romania is on file. See our Repatriation Guide for complete procedures.

Frequently Asked Questions

Can a Romanian individual register a Private Limited Company in India?

Yes. A Romanian individual can be a shareholder and director of an Indian Private Limited Company. The minimum requirement is 2 shareholders and 2 directors (at least 1 resident director). The Romanian individual can hold up to 100% of the shares, with the second shareholder holding even a single share.

Is there a minimum capital requirement for foreign-owned Private Limited Companies?

No. The Companies Act 2013 does not prescribe any minimum paid-up capital for Private Limited Companies. However, the authorised capital stated in the MoA determines the stamp duty payable. The actual capital infused should be sufficient for the company's planned business operations.

How long does the SPICe+ incorporation process take?

The SPICe+ process typically takes 5-10 working days from submission to issuance of the Certificate of Incorporation. However, the total timeline including document preparation, apostilling in Romania, DSC procurement, and bank account opening is approximately 4-6 weeks.

Does a Romanian-owned Private Limited Company need RBI approval?

No prior RBI approval is needed under the automatic route. However, the company must file Form FC-GPR with the RBI through the AD bank within 30 days of allotting shares to the Romanian investor. This is a post-investment reporting requirement, not an approval process.

What tax rate applies to a Private Limited Company in India?

A Private Limited Company incorporated in India is taxed as a domestic company at 22% under Section 115BAA of the Income-tax Act 1961, carried forward as section 200 of the Income-tax Act 2025 (effective rate 25.17%), or outside that regime at 25% where turnover is within INR 400 crore and 30% otherwise. New manufacturing companies that commenced manufacturing on or before 31 March 2024 could opt for 15% under Section 115BAB, now section 201 of the Income-tax Act 2025 (effective rate 17.16%; this window is now closed to companies commencing manufacturing after that date). This is significantly lower than the 35% rate applicable to Branch Offices of foreign companies.

Can the Romanian investor be a company instead of an individual?

Yes. A Romanian company (SRL, SA, or other legal entity) can be a shareholder of an Indian Private Limited Company. The Romanian company must provide its Certificate of Incorporation, board resolution authorising the investment, and details of its beneficial owners. The same automatic route FDI process applies.

What happens if FC-GPR is not filed within 30 days?

A delayed FC-GPR is normally regularised by paying the RBI's Late Submission Fee, which rises with the size of the investment and the length of the delay. Section 13 of FEMA also allows a penalty of up to three times the sum involved where that amount is quantifiable, or up to INR 2 lakh where it is not, plus up to INR 5,000 for each day a contravention continues. It is critical to file FC-GPR within the prescribed 30-day window after share allotment.