Foreign company registration

5 years ago

We are a Dubai based company with business across GCC. We are planning to setup a back end operations office in Hyderabad with about 3 to 5 employees in the first 6 months and about 10 employees after 1st year. The nature of operations will be digital marketing for all of our businesses and the campaigns will be run all over the world as per our target markets including India. We will also hire real estate sales agents in the near future who will make sales pitches to Indian resident clients to sell properties in Dubai and other parts of the world. We do not intend to sell Indian properties at this point in time. All payments by property buyers will have to happen in Dubai and the India office will not collect any payments. We want to keep the Indian arm only as a cost centre.

Our knowledge and plan is as follows and I want your expert advice on the same:

1. Register a Pvt Ltd company with 1 indian resident director and 1 NRI director or 2 Indian resident directors (We have people who can act as directors for us officially but the Dubai office will run the show unofficially)
2. The directors will have 100% share holding officially but Dubai office will be the 100% share holder unofficially (We trust these people so no issues here)
3. The Indian Pvt Ltd company will provide services to the Dubai company and treat the Dubai company as a client.
4. The India company will invoice Dubai company only as much as their expenses so that no profit is generated and hence no corporate tax will be applicable
5. There is no service tax or any other form of GST for providing services to a foreign company
6. The Dubai office will also sell the digital marketing services to other businesses not owned by the Dubai office (external clients) in Dubai, including Indian clients but that will not reflect in the books of the India company.
7. The advantage of such a setup is that registration cost of company is less, annual compliances are simpler and cheaper and setup of operations maybe faster.
8. We intend to take 100% share officially in this India company after a few years.
9. The Dubai company will also engage real estate agencies based in India to become our channel partners on a commission sharing basis. We want you to draft a standard channel partner agreement for the same.
10. The importance of having the right and valid commercial office address to register a Pvt ltd and GST license.
11. What is the criteria for GST registration?
12. Does a setup like ours require a GST registration?
13. Can I register a Pvt Ltd in Kerala with a commercial office address and open the office in Bangalore?

Request you to validate the above understanding and let us know if this is a good approach, if not then why and which is a better approach and why.