Simplified Indian laws: Company formation

At the outset, we would like to convey that incorporating a company in India has become very simple and very fast. Indian laws have now introduced a concept of consolidated filing in the form of INC-29 where one single application can be filed for DIN (Directors Identification Number), Name availability and Incorporation. Indian Government has proposal to integrate Tax registration (PAN), etc through this single filing.

Given below are the basic requirements to incorporate a private company in India by Non resident:

  1. Directors: Minimum two (One Resident)

2. Shareholders: Minimum two (Both can be NR)

3. Monetary Capital: Nil

4. Registered Office: Every Indian Company which is registered in India must have a registered office in India for all the communication purposes.

For company incorporation in India, please visit Company-Incorporation / Formation-in-India

Language issue:

Coming to the specific case of FDI from Russia, the one primary challenge we faced is to get the documents certified in the home country i.e. from notary public or get it apostilled. The procedure will be simple in English speaking countries, but becomes a bit complicated in here because the official language is not English. In Russia, it might take some time to understand what exactly is required to be done.

We will try to provide clear step-by-step instructions, so it will be easier for you to go through the process.

Zagran’ or local passport and other documents:

 The documents which needs to be attested:

  • ID proof, i.e. passport (in case of Russia – international passport – ‘zagran’)
  • Address proof. Here it is a bit complicated, since Russian international passport doesn’t mention any address. For this, the best solution is to have the local/domestic passport to be translated into English language, and have it attested by notary and apostilled.
  • Digital Signature Form, affidavits, INC-10, etc
  • Russian company documents in case the proposed company in India will be a subsidiary of a Russian legal entity (Memorandum of Association, Director’s appointment, Incorporation Certificate)

Russian legal system:

  1. First and foremost challenge, as per Russian Law, a notary can certify documents only in Russian language.
  2. And second, – the documents being certified shall not contradict Russian Law.

Where to get the documents certified in Russia:

Generally there are three authorized offices where one can get the documents certified. It is only then that the documents will be admissible for company incorporation in India:

  • Notary Pubilc
  • Trade Chamber for Apostille
  • Indian Consulate (Moscow, St, Petersburg, Vladivostok)

Trade Chamber, honestly speaking, is the best way, since they are mostly aware of the international laws. But there are downsides too:

  • It might take few days.
  • It is generally more expensive than notary.

Indian Consulate will not certify documents in Russian language, and therefore you will have to get your passport and other documents translated first, and attested by notary. Moreover, it might take few days to get it done. So, going via the Consulate is a lengthy process too.

Below are the general steps to be taken for getting the job done:

  • Translate all the documents into Russian language by a certified translator
  • Have a notary certify the authenticity of the translation
  • Please note that notary can certify the authenticity of signature only on the Russian language document, so therefore your signature will be attested only on Russian document
  • Both Russian and English sheets will be sewed together. Additional sheet will be attached by notary stating the date, name of notary, and notary statement, along with signature and stamp.

Issue with DSC (Digital Signature form):

The issue might come up with Digital Signature Form, since it is not exactly applicable to the Russian Law. Therefore, in order to attest this form you might need to take the following steps:

  • Get a certified translation attested by notary
  • Attest the form in the Indian Consulate or Trade Chamber

If your notary cannot certify the authenticity of the signature on any of the documents, and only attests the translation, you might need to seek help of either the Indian Consulate or Trade Chamber.

These were a few major issues we faced while incorporating a company in India. Once the above issues are resolved, incorporating a company in India is an easy and simple process.

Published at: http://bsamrishindia.com/company-incorporation-in-india-a-russian-perspective/