Apostille and Notarisation Requirements for Foreign Company Registration in India

Foreign companies and overseas investors incorporating a company in India frequently need to submit documents executed outside India. Depending on the country where the shareholder, subscriber or director resides and where the documents are executed, such documents may need to be notarised, apostilled or consularised before they can be used for company incorporation in India.

The requirement is particularly relevant where an Indian Wholly Owned Subsidiary or Joint Venture is being incorporated with a foreign individual or overseas body corporate as a shareholder.

The exact authentication process should be determined before the documents are signed, because an incorrectly notarised or apostilled document can delay the incorporation application.

Foreign investors considering different India-entry structures may first review our Foreign Company Registration in India service page and Setting Up Business in India guide.

Apostille, Notarisation and Consularisation at a Glance

Country / Situation	General Authentication Requirement
Foreign subscriber residing in a Commonwealth country	Notarisation by a Notary Public in that country, subject to applicable MCA requirements
Country covered by the Hague Apostille Convention	Notarisation followed by apostille, where applicable
Country outside the Commonwealth and not covered by the Hague Convention	Notarisation followed by authentication through the appropriate diplomatic or consular process
Foreign subscriber visiting India	Separate provisions may apply where the individual holds the prescribed valid business visa
Overseas corporate shareholder	Incorporation and constitutional documents executed abroad may require notarisation, apostille or consularisation depending upon the place of execution

The Ministry of Corporate Affairs’ SPICe+ guidance specifically recognises notarisation, apostille and consularisation requirements for foreign subscribers and documents executed outside India. Refer to the MCA SPICe+ FAQs.

When Is Apostille Required for Company Registration in India?

Foreign Individual as a Subscriber

Where a foreign national residing outside India subscribes to the Memorandum of Association of an Indian company, the manner of authentication depends primarily upon the country of residence and execution of the documents.

Rule 13 of the Companies (Incorporation) Rules, 2014 prescribes different methods for subscribers residing in Commonwealth countries, Hague Convention countries and other countries.

Foreign Company as a Shareholder

Many foreign-owned Indian companies are incorporated with an overseas parent company as the shareholder.

In such cases, documents may include:

• Certificate of Incorporation or Registration of the overseas company
• Memorandum and Articles of Association or equivalent constitutional documents
• Board Resolution authorising investment in the Indian company
• Authorisation in favour of the person signing incorporation documents
• Registered office details of the overseas company
• Documents establishing the identity and authority of the authorised representative
• Memorandum and Articles of the proposed Indian company, wherever physical execution is required

The MCA’s incorporation guidance identifies the Certificate of Incorporation, constitutional documents and documents executed outside India among documents for which appropriate authentication requirements may need to be considered.

Foreign companies planning to hold 100% ownership may also refer to our Wholly Owned Subsidiary in India guide.

Foreign Director Who Is Not a Shareholder

A foreign national can be appointed as a director of an Indian company subject to the applicable Companies Act requirements.

Passport, residential address proof and other KYC documents may need appropriate authentication depending upon the individual’s country of residence and the incorporation filing requirements.

The requirements for a director should be checked separately from those applicable to a subscriber because the same person may or may not be both a director and shareholder.

Country-Wise Authentication Requirements

Commonwealth Countries

For a foreign subscriber residing in a country forming part of the Commonwealth, Rule 13 provides for notarisation by a Notary Public in that jurisdiction in the prescribed circumstances.

Before execution, the incorporation team should confirm whether any additional authentication is required for the particular document and country.

Hague Apostille Convention Countries

Where the applicable country falls within the Hague Apostille Convention framework, the relevant documents are generally notarised and apostilled in accordance with the applicable requirements.

An apostille simplifies the international authentication of public documents and generally removes the need for a further chain of diplomatic legalisation between countries where the Convention applies.

India is a member of the Hague Apostille Convention. The Ministry of External Affairs explains the apostille and attestation framework on its Apostille and Attestation page.

Because countries may join the Convention and treaty relationships can change, the current status should be checked through the official HCCH Apostille Convention Status Table before documents are executed.

Non-Hague and Non-Commonwealth Countries

Where the foreign subscriber resides in a country outside the Commonwealth that is not covered by the applicable Hague Convention framework, the documents generally require notarisation followed by authentication through the prescribed diplomatic or consular process.

This may involve authentication by the relevant Indian Embassy or Consulate, depending upon the country and document involved.

Foreign Subscriber Visiting India

Rule 13 also contains a specific provision for a foreign national visiting India and intending to incorporate a company, subject to the prescribed business-visa requirement.

The Rules also contain exceptions in specified cases involving Persons of Indian Origin and Overseas Citizens of India.

The facts should therefore be reviewed before relying on this route.

Which Documents Commonly Require Apostille or Notarisation?

Identity and Address Documents

Common documents include:

• Passport
• Residential address proof
• Proof of identity
• Documents confirming the subscriber’s particulars

The address and identification details should be consistent across the incorporation documents.

Documents of the Overseas Parent Company

Where an overseas body corporate becomes a shareholder of the proposed Indian company, commonly required corporate documents include its incorporation certificate, charter documents and authorising resolutions.

The authentication requirement depends upon the jurisdiction and place where the documents are executed.

Memorandum and Articles of Association

Foreign-subscriber incorporations may require physically executed MOA and AOA to be attached to the SPICe+ incorporation application in specified circumstances.

MCA’s SPICe+ guidance provides for physical MOA/AOA and prescribed notarisation, apostille or consularisation in specified cases involving foreign subscribers.

The relevant guidance can be referred to in the MCA SPICe+ and Linked Filing FAQs.

Board Resolution and Authorisation

Where a foreign company subscribes to shares of the Indian company, a Board Resolution or other appropriate corporate authorisation is generally required to approve the investment and authorise execution of the incorporation documents.

Documents executed outside India should be reviewed for the applicable authentication requirement before signing.

Practical Process for Foreign Companies

Step 1: Finalise the Indian Business Structure

First determine whether the proposed presence will be a Wholly Owned Subsidiary, Joint Venture, Branch Office, Liaison Office or Project Office.

The apostille requirements discussed in this article primarily concern the incorporation of an Indian company with foreign subscribers.

Foreign investors evaluating their entry structure may also review our India Market Entry Consulting services.

Step 2: Identify Every Foreign Subscriber and Director

Prepare a list showing:

• Shareholder or subscriber
• Director
• Country of residence
• Country of incorporation of the corporate shareholder
• Authorised signatory
• Place where each document will be executed

This avoids applying the same authentication process to every person without examining their individual circumstances.

Step 3: Confirm the Country Category

Determine whether the relevant country falls under the applicable Commonwealth, Hague Apostille Convention or other category.

The current HCCH status should be verified rather than relying on an old country list.

Step 4: Prepare Documents Before Authentication

Finalise names, passport details, addresses, shareholding, proposed company name and authorisation language before notarisation or apostille.

Changing a document after authentication may require the authentication process to be repeated.

Step 5: Obtain Notarisation and Apostille or Legalisation

The documents should then be authenticated through the procedure applicable to the relevant jurisdiction.

For Hague Convention cases, the apostille is issued by the competent authority designated by the country from which the document originates.

The HCCH Apostille Section provides information relating to the Apostille Convention and participating jurisdictions.

Step 6: Conduct a Final Incorporation Review

Before filing the SPICe+ application, verify:

• Names and spellings
• Passport numbers
• Residential addresses
• Dates
• Signatures
• Corporate authorisation
• Share subscription details
• Notarisation, apostille or legalisation

This simple pre-filing review can prevent avoidable resubmission or regulatory queries.

Common Apostille and Notarisation Mistakes

Using the Same Procedure for Every Country

Apostille is not automatically the correct process for every foreign shareholder.

The applicable method depends upon the relevant jurisdiction and current treaty position.

Signing Documents Before Final Review

If the MOA, AOA, Board Resolution or authorisation contains an error, correcting it after apostille may require fresh execution and authentication.

Mismatch in Names

The spelling of names in the passport, address proof, corporate documents, Board Resolution and incorporation forms should be consistent.

Even minor differences can result in clarification or additional documentation.

Incorrect or Incomplete Corporate Authorisation

Where the shareholder is a foreign company, the person signing on its behalf should be properly authorised.

The Board Resolution or equivalent approval should clearly cover the proposed Indian investment and execution of incorporation documents.

Ignoring the Place of Execution

The place where a document is executed can affect its authentication requirements.

MCA guidance specifically considers the place of execution when determining the authentication requirements applicable to documents submitted for company incorporation.

Frequently Asked Questions

Is apostille compulsory for every foreign company registering in India?

No. The applicable authentication requirement depends upon the country, type of subscriber, nature of the document and place of execution.

Some documents may require notarisation only, while others may require apostille or consular authentication.

What is the difference between notarisation and apostille?

Notarisation generally confirms execution or certification before a recognised Notary Public.

An apostille is an authentication under the Hague Apostille Convention that certifies the origin of the relevant public document or authentication. It does not certify the substantive contents of the underlying document.

Is Indian Embassy attestation required after apostille?

Where a document has been validly apostilled under the Hague Convention and the Convention applies between the relevant countries, further legalisation in India is generally not required.

The country-specific position should nevertheless be verified before execution.

Does the foreign parent company’s Certificate of Incorporation need apostille?

It may require notarisation, apostille or other authentication depending upon the jurisdiction and applicable MCA requirements.

The Certificate of Incorporation of a foreign body corporate is one of the important corporate documents for which authentication requirements should be checked before filing.

Do foreign directors need to travel to India for company incorporation?

Generally, physical travel solely for incorporation is not necessarily required where documentation and regulatory requirements can be completed through the prescribed process.

However, individual circumstances, banking requirements, immigration considerations and regulatory approvals may affect the practical process.

Can a foreign company own 100% of an Indian company?

Yes, foreign ownership of up to 100% is permitted in many sectors, subject to India’s applicable FDI Policy, sectoral conditions and FEMA requirements.

For detailed structuring options, refer to our Foreign Company Registration in India guide.

Official Regulatory Resources

For current regulatory requirements, foreign investors should refer to:

• Ministry of Corporate Affairs
• Ministry of External Affairs – Apostille and Attestation
• HCCH – Apostille Convention Status Table
• DPIIT – Foreign Direct Investment Policy

How EzyBiz India Can Assist

EzyBiz India Consulting LLP assists overseas companies, foreign entrepreneurs and multinational groups with end-to-end establishment of their business presence in India.

Our assistance can include structuring the proposed investment, reviewing FDI eligibility, preparing the incorporation documentation, identifying notarisation and apostille requirements, coordinating company incorporation, PAN/TAN, bank account support, GST registration and subsequent FEMA/RBI compliance.

Proper document planning at the beginning of the incorporation process can significantly reduce avoidable delays arising from incorrectly executed foreign documents.

Related Services

• Foreign Company Registration in India
• Wholly Owned Subsidiary in India
• Setting Up Business in India
• Company Registration Services in India
• India Market Entry Consulting

Prepared and Reviewed By
Anil Agrawal, Chartered Accountant
Founder, EzyBiz India Consulting LLP
20+ Years of Experience in Tax, Regulatory and Business Advisory

Last Updated: 5 September 2026

Disclaimer:
This article provides general information regarding notarisation, apostille and authentication of documents used for company incorporation in India. Requirements may vary depending upon the country of residence or incorporation, type of shareholder or director, place of execution, applicable treaty position and regulatory requirements prevailing at the time of filing. Professional advice should be obtained before executing or authenticating overseas documents.