Register a Private Limited Company in India from Vietnam

How to Register a Private Limited Company in India from Vietnam

India-Vietnam bilateral trade reached a historic high of nearly USD 16.46 billion in 2025, with both nations strengthening their Comprehensive Strategic Partnership. Vietnamese companies, particularly in electronics, textiles, agriculture, and manufacturing, are expanding into India to access the country's massive domestic market and leverage its position as a global services hub.

A Private Limited Company (Pvt Ltd) is the most popular entity structure for foreign investors entering India. It offers limited liability protection, the ability to raise equity capital, credibility with Indian partners and customers, and a well-established regulatory framework. The incorporation process has been streamlined through the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) platform, which combines multiple registrations into a single application.

For Vietnamese companies evaluating different entity structures, our comparisons of Private Limited vs. LLP and WOS vs. Joint Venture provide detailed analyses of tax treatment, compliance, and operational flexibility.

FDI Route and Regulatory Requirements

Vietnam does not share a land border with India, so Press Note 3 restrictions that apply to investments from China, Pakistan, and Bangladesh do not affect Vietnamese investments. Vietnamese companies can invest in India under the automatic route in most sectors without prior government approval.

Under the automatic route, 100% FDI is permitted in sectors including manufacturing, IT and software services, e-commerce (marketplace model), consultancy, healthcare, renewable energy, food processing, and most services sectors. India also permits 100% FDI in insurance companies under the automatic route, raised from 74% by the Sabka Bima Sabki Raksha (Amendment of Insurance Laws) Act, 2025 (in force 5 February 2026) and operationalised for foreign investors by the FEM (Non-Debt Instruments) (Second Amendment) Rules, 2026 notified 2 May 2026.

Key regulatory requirements for Vietnamese investors:

• FDI is governed by the Foreign Exchange Management Act (FEMA) and the Consolidated FDI Policy issued by DPIIT
• At least 2 directors are required, with at least 1 being a resident of India (stayed in India for 182+ days in the financial year)
• Minimum 2 shareholders — the Vietnamese parent company can be one of the shareholders
• No minimum authorized or paid-up capital requirement for most sectors
• FDI equity must be reported to the RBI via Form FC-GPR within 30 days of share allotment
• The company can make downstream investments subject to FEMA regulations

DTAA Benefits for Vietnamese Investors

The India-Vietnam Double Taxation Avoidance Agreement, in force since 2 February 1995, provides significant tax relief for Vietnamese companies operating in India. The treaty prevents the same income from being taxed in both countries and establishes reduced withholding tax rates.

Key withholding tax rates under the India-Vietnam DTAA:

• Dividends: 10% of the gross amount (versus 20% domestic rate)
• Interest: 10% of the gross amount (versus 20% domestic rate)
• Royalties: 10% of the gross amount
• Fees for Technical Services (FTS): 10% under the treaty

A Private Limited Company in India is taxed at a concessional rate of 22% (effective ~25.17% including surcharge and cess) under Section 115BAA of the Income Tax Act. The alternative 15% (effective ~17.16%) rate for new manufacturing companies under Section 115BAB required commencement of manufacturing by 31 March 2024, so it is no longer available to newly incorporated companies. Dividends paid to the Vietnamese parent are subject to withholding at 10% under the DTAA, and the Vietnamese parent can claim a Foreign Tax Credit in Vietnam for taxes paid in India.

To claim treaty benefits, the Vietnamese entity must furnish a valid Tax Residency Certificate (TRC) issued by the General Department of Taxation of Vietnam and Form 10F. Proper transfer pricing documentation is essential for any intercompany transactions between the Indian subsidiary and the Vietnamese parent.

Document Requirements and Authentication

Vietnam is not yet a member of the Hague Apostille Convention for practical purposes. Although Vietnam deposited its instrument of accession on 31 December 2025, the Convention only enters into force for Vietnam on 11 September 2026. Until then, Vietnamese documents must undergo the traditional embassy attestation (consular legalization) process. For a comparison, see our guide on Apostille vs. Embassy Attestation.

Vietnamese investors must prepare and legalize the following documents:

• Passport copies of all proposed directors (notarized and legalized through the Vietnamese Ministry of Foreign Affairs and the Indian Embassy in Hanoi or Ho Chi Minh City)
• Address proof of Vietnamese-based directors (utility bill or bank statement, not older than 2 months, notarized and legalized)
• PAN card of the Indian resident director
• Board resolution from the Vietnamese parent company authorizing the establishment of the Indian subsidiary and appointing directors
• Certificate of incorporation of the Vietnamese parent company (Giay chung nhan dang ky doanh nghiep, notarized and legalized)
• Memorandum and Articles of Association of the parent company
• Proof of registered office in India (rental agreement, NOC from owner, utility bill)
• Subscriber sheets signed by all subscribers to the Memorandum of Association

The embassy attestation process involves notarization in Vietnam, authentication by the Vietnamese Ministry of Foreign Affairs (MOFA), and final attestation by the Indian Embassy in Hanoi. This process typically takes 2-4 weeks. Each director will also need a Digital Signature Certificate (DSC) from an Indian Certifying Authority, obtainable remotely through video verification.

Step-by-Step Registration Process

The registration process uses the MCA's unified SPICe+ platform, which combines company incorporation, PAN, TAN, EPFO, ESIC, and GST registration into a single application.

1. Obtain DSCs: All proposed directors apply for Digital Signature Certificates from an Indian Certifying Authority such as eMudhra or nCode. Vietnamese directors can complete video-based KYC remotely using their passport. Timeline: 1-2 business days.
2. Apply for DIN: Each director must obtain a Director Identification Number (DIN). For Vietnamese directors, the DIN application requires a notarized and legalized passport copy and address proof. DIN can be applied for within SPICe+ Part B. Timeline: 1-3 days.
3. Reserve company name: Reserve the company name via SPICe+ Part A on the MCA portal (the standalone RUN service is used only to change an existing company's name, not to reserve a name for a new incorporation). Up to 2 names can be proposed. The name must include "Private Limited" at the end. Timeline: 2-3 business days.
4. File SPICe+ (Parts A and B): Submit the integrated incorporation form with company details, director information, registered office address, and subscriber details. Attach INC-33 (eMoA), INC-34 (eAoA), and AGILE-PRO-S for GST, EPFO, and ESIC registration. Timeline: 5-10 business days.
5. Certificate of Incorporation: Upon approval, the ROC issues the Certificate of Incorporation with the Corporate Identity Number (CIN), along with PAN and TAN.
6. Open a bank account: Open an Indian bank account in the company's name using the Certificate of Incorporation. Timeline: 3-5 business days.
7. Receive FDI: Transfer the subscription amount from the Vietnamese parent to the Indian company's bank account.
8. File FC-GPR with RBI: Within 30 days of share allotment to the Vietnamese parent, file Form FC-GPR through the FIRMS/SMF portal to report the FDI inflow to the RBI.

Timeline and Costs

The end-to-end timeline for a Vietnamese investor to register a Pvt Ltd in India is typically 4-6 weeks:

Estimated costs include:

• Government fees (MCA): INR 3,000-15,000 depending on authorized capital
• DSC: INR 1,500-2,500 per director
• Stamp duty on MoA and AoA: Varies by state (INR 1,000-10,000)
• Professional fees: INR 15,000-50,000 for a CA/CS firm handling the filing
• Embassy attestation fees: Approximately USD 20-50 per document
• PAN and TAN: Included in the SPICe+ application at nominal statutory fees

Post-Registration Compliance

A Private Limited Company in India has regular annual compliance obligations:

• Board meetings: Minimum 4 board meetings per year, with a maximum gap of 120 days between two meetings
• Annual General Meeting (AGM): Must be held within 6 months of the end of the financial year
• Annual return (Form MGT-7): Filed with the ROC within 60 days of the AGM (a foreign-owned subsidiary cannot qualify as a small company, so the abridged MGT-7A is not available)
• Financial statements (Form AOC-4): Filed with the ROC within 30 days of the AGM
• Income tax return: Due by October 31, except companies with international transactions requiring a transfer-pricing audit (Form 3CEB), whose due date is November 30
• Statutory audit: Mandatory for all Pvt Ltd companies regardless of turnover
• GST returns: Monthly or quarterly filings if GST-registered
• Transfer pricing report (Form 3CEB): Required for any international transaction with the Vietnamese parent as an associated enterprise, regardless of value; the INR 1 crore figure is only the threshold for the Rule 10D documentation-maintenance relief, not for the Form 3CEB filing obligation itself
• FC-GPR: Report any subsequent share allotments to foreign investors
• FLA return: Annual Foreign Liabilities and Assets return to RBI by July 15

Common Challenges for Vietnamese Companies

Vietnamese companies registering a Pvt Ltd in India commonly face these challenges:

• Embassy attestation delays: Since Vietnam has not yet operationalized the Hague Apostille Convention (effective September 2026), documents must go through consular legalization, which takes 2-4 weeks. Plan document preparation well in advance of the target incorporation date.
• Resident director requirement: At least one director must have resided in India for 182+ days in the financial year. Vietnamese companies can appoint a professional resident director through advisory firms until they can relocate a Vietnamese national to India.
• Language barriers: All MCA filings and Indian regulatory communications are in English. Vietnamese parent company documents must be accompanied by certified English translations, adding time and cost to the process.
• Banking KYC complexity: Indian banks require extensive KYC documentation for foreign-invested companies. Some banks may delay account opening due to additional due diligence on Vietnamese entities. Choose banks experienced with FDI such as HDFC, ICICI, or SBI.
• Transfer pricing scrutiny: The Indian tax authorities actively scrutinize intercompany transactions between Indian subsidiaries and their foreign parents. Establish arm's-length pricing documentation from day one.
• Currency conversion: The Vietnamese Dong (VND) to Indian Rupee (INR) conversion involves managing exchange rate fluctuations. Use AD Category-I banks and consider hedging mechanisms for large capital transfers.
• Regulatory differences: Vietnam's business regulatory framework under the Law on Investment 2020 (as amended) differs significantly from India's Companies Act 2013 and FEMA framework. Engage advisors familiar with both jurisdictions to avoid compliance gaps.

Frequently Asked Questions

Can a Vietnamese company own 100% of an Indian Pvt Ltd?

Yes. In most sectors, Vietnamese companies can own 100% of an Indian Private Limited Company under the automatic route. There is no restriction on Vietnamese FDI under Press Note 3, as Vietnam does not share a land border with India. Sectors with FDI caps or conditions — for example multi-brand retail (51% cap, government route) and defence (74% under the automatic route, with government approval needed beyond that) — require Indian shareholding or prior approval for the balance.

Is there a minimum capital requirement for incorporating a Pvt Ltd in India?

No. There is no minimum authorized or paid-up capital requirement for a Private Limited Company in India. You can incorporate with as little as INR 1 lakh in authorized capital. However, the capital should be commercially reasonable for the intended business activities and sufficient to meet initial operational costs.

When will Vietnam join the Hague Apostille Convention?

Vietnam deposited its instrument of accession to the Hague Apostille Convention on 31 December 2025, and the Convention enters into force for Vietnam on 11 September 2026. Until that date, Vietnamese documents must undergo traditional embassy attestation (consular legalization) through the Indian Embassy in Hanoi. After September 2026, the process will be significantly faster and cheaper through apostille.

How is a Pvt Ltd taxed in India for Vietnamese parent companies?

A Pvt Ltd can opt for a concessional tax rate of 22% (effective ~25.17%) under Section 115BAA, or 15% (effective ~17.16%) for new manufacturing companies under Section 115BAB. Dividends paid to the Vietnamese parent are subject to 10% withholding under the India-Vietnam DTAA. The Vietnamese parent can claim a Foreign Tax Credit in Vietnam for taxes paid in India.

Can a Vietnamese individual directly become a director of an Indian Pvt Ltd?

Yes. A Vietnamese individual can be appointed as a director of an Indian Pvt Ltd. They must obtain a Director Identification Number (DIN) and a Digital Signature Certificate (DSC). Their passport and address proof must be notarized and legalized through embassy attestation. However, at least one director must be an Indian resident.

What is VinFast's experience registering in India relevant to other Vietnamese companies?

VinFast, the Vietnamese electric vehicle manufacturer, set up its Indian subsidiary with an initial investment of USD 500 million for a manufacturing plant in Tamil Nadu. While VinFast's scale is exceptional, it demonstrates that large-scale Vietnamese manufacturing FDI into India is feasible. Smaller companies follow the same SPICe+ registration process but at a lower capital commitment.

How long does the FC-GPR filing take after share allotment?

The FC-GPR must be filed within 30 days of share allotment to the Vietnamese parent company. The filing is done through the RBI's FIRMS/SMF portal. Processing by the RBI typically takes 2-4 weeks. Late filing attracts penalties and may require compounding of the contravention under FEMA.