How to Set Up a GCC in India — The Legal Roadmap
workstream by workstream.
Setting up a Global Capability Centre in India is eight legal workstreams, several of which run in parallel: structure and FDI screening, incorporation, capitalisation under FEMA, the intercompany agreement, premises, the employment stack, data and IP architecture, and the registrations that make the centre operational. This guide walks the sequence, the dependencies that actually drive the timeline, and the documents each stage produces — so a general counsel abroad can see the whole board before the first move.
The roadmap
Sequenced for dependencies — not everything waits for everything else.
Confirm the vehicle — almost always a wholly-owned private limited subsidiary — and the FDI position for your activities: automatic route for most GCC functions, government approval for specified sectors and for investors from land-border countries. This screen is a memo, not a formality; it shapes everything downstream.
Name reservation, objects drafted to cover the centre’s real functions, constitutional documents, and a board that includes at least one director resident in India, as the Companies Act requires. Incorporation filings run with company-secretarial professionals we coordinate; the design decisions stay with counsel.
Bank KYC on a foreign shareholder is a genuine schedule risk — start it early. Once funds land, FEMA’s clocks run: shares must be allotted within sixty days of receipt, and the FC-GPR filing follows within thirty days of allotment. Miss them and you begin corporate life with a compounding application.
The document that defines what the centre does for the group, on what charging basis, owning which IP, processing which data — drafted together with your tax advisers’ transfer-pricing analysis so the legal and tax stories match. Signed before operations start, not reconstructed at the first audit.
Lease or managed-office terms negotiated on deposit, lock-in, expansion and exit; landlord title checked; fit-out contracts papered. The lease also fixes your state — and with it the Shops & Establishments registration and the state-specific employment rules that follow.
Offer letters and employment agreements with invention-assignment and confidentiality built in, a handbook localising group policies to Indian law, POSH policy and Internal Committee once headcount crosses the statutory threshold, and provident-fund and insurance registrations at the applicable thresholds.
DPDP-compliant notices and processing terms, cross-border data clauses in the intercompany agreement, security and incident duties mapped to CERT-In, and the IP assignment chain from employee to entity to group — built once, before the first sprint ships code.
GST where applicable, professional tax, labour-welfare registrations by state, and a calendar that assigns every recurring filing an owner. The setup ends with a closing binder and a handover — followed by 30/90/180-day reviews to catch what operations changed.
What actually decides the timeline
Not the statute — the dependencies. These four drive almost every schedule we have seen:
Document legalisation, apostilles and beneficial-ownership checks on the shareholder chain routinely take longer than incorporation itself. Start the bank file the day the structure memo is approved.
Landlords negotiate at their own pace, and fit-out follows the lease. Managed offices shortcut this for launch teams; the trade-off is cost and control, and both are fine when chosen knowingly.
Documents executed abroad need notarisation and apostille; resident-director availability and digital-signature issuance for foreign officers add days each time they are on the critical path. We batch them.
The Indian side often waits on the parent — board approvals, name sign-offs, transfer-pricing calls. A weekly status report with a decision log keeps the loop visible and short.
The documents a clean setup produces
If your closing binder is missing items from this list, something was skipped.
- Structure and FDI-route memorandum
- Constitutional documents and incorporation certificate
- Board resolutions and statutory registers
- FEMA filings and capitalisation records (FC-GPR, valuation)
- Intercompany services agreement
- Transfer-pricing documentation (via tax advisers)
- Lease / managed-office agreement and fit-out contracts
- Shops & Establishments and state registrations
- Employment agreement and offer-letter templates
- Employee handbook, localised
- Invention-assignment and confidentiality architecture
- POSH policy and Internal Committee records
- DPDP notices and data-processing terms
- Delegation-of-authority and signatory matrix
- Compliance calendar with named owners
- Closing binder and handover note
Frequently Asked Questions
The setup questions that recur in every mandate.
Do we need an Indian resident on the board?
Yes — the Companies Act requires every company to have at least one director who has stayed in India for the prescribed period in the financial year. Groups usually appoint their India country head once hired; until then, an interim arrangement is needed and should be chosen carefully, because directorship carries real statutory duties. We advise on the options rather than defaulting to a rent-a-director service.
Is there a minimum capital requirement?
No statutory minimum applies to a private limited company. Capitalisation is a commercial decision — enough to fund the setup and early operations — shaped by the funding plan and the transfer-pricing model, since routine top-ups each carry their own FEMA paperwork. Most groups capitalise in a small number of planned tranches rather than many small remittances.
Can we start hiring before the entity exists?
Through contractors or an employer-of-record, yes — and launch teams often do. The discipline is treating it as a bridge: cap its duration, paper the IP assignment and confidentiality properly during the bridge, and plan the transfer of people onto the entity’s own contracts as a defined workstream, because that transfer is where continuity of IP and service terms gets lost if improvised.
What are the FEMA deadlines everyone trips on?
Two clocks: shares must be allotted within sixty days of receiving the subscription money from abroad, and the FC-GPR filing must be made within thirty days of allotment. Both are unforgiving in the sense that breaches need compounding — a formal regularisation process — to fix. Calendar them against the actual remittance date, not the planned one.
When does the POSH Internal Committee become mandatory?
Once a workplace has ten or more employees, the Sexual Harassment of Women at Workplace Act requires a constituted Internal Committee — including an external member — along with a compliant policy and annual reporting. Most GCCs cross ten employees almost immediately, so we treat POSH as a day-one item rather than a growth milestone.
What does Candour actually do versus the other advisers?
We are legal lead and coordinator: structure, FDI and FEMA analysis, the intercompany agreement, employment and IP architecture, leases, and the compliance design — with company-secretarial filings, accounting, tax and immigration delivered by qualified specialists we identify openly and coordinate under one plan. You get a single responsibility matrix, not five unconnected advisers.
Get the roadmap for your specific case
Functions, home jurisdiction, cities, timing — send the outline and we will return a conflict check and a written critical-path plan for your setup, with the dependencies called out honestly.
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