Last Updated on 4 days ago by CA Rohit Lohade
A US parent’s documents need two steps for an Indian company registration. First, a US notary public notarises each signature. Then the Secretary of State of the same state adds an apostille. Indian consulate attestation is not needed, because both countries belong to the Hague Apostille Convention. Rule 13(5)(b) of India’s Companies (Incorporation) Rules, 2014 sets this route.
| Rule that applies | Companies (Incorporation) Rules, 2014, Rule 13(5)(b) |
|---|---|
| What a US signer needs | Notarisation, then an apostille |
| Who issues the apostille | Secretary of State of the state where the notary is commissioned or the record was issued |
| Federal documents | US Department of State, Office of Authentications: $20 per document, about 4 weeks, mail only |
| Indian consulate attestation | Not needed |
| Address proof age | Not more than two months old |
| What decides the route | The country where the signer lives, not their passport |
Do US company documents need an apostille for India?
Yes, a US document used to register an Indian company needs both notarisation and an apostille. An apostille is a certificate from a government office that confirms a signature and seal are genuine.
The rule is Rule 13(5) of India’s Companies (Incorporation) Rules, 2014. It sets three routes for signers who live outside India. Signers in Commonwealth countries need notarisation only, while Hague Apostille Convention countries need notarisation and an apostille. All other countries need notarisation and certification by an Indian diplomatic or consular officer.
The US is a Hague country, not a Commonwealth country. The US joined the Convention on 15 October 1981 and India on 14 July 2005. So US documents follow Rule 13(5)(b), and the Indian consulate plays no part.
The rule covers each signer’s signature, identity proof and address proof. It applies to the US parent as subscriber (the shareholder that signs the incorporation documents) and to each foreign director.
Which US documents does an Indian company registration need?
A US parent usually provides four types of document for the Indian Registrar of Companies. Each type of document reaches the apostille office by a slightly different path. The full list for any parent country is in our guide to the documents required to register a subsidiary company.
| Document | Who signs or issues it | First step | Apostille from |
|---|---|---|---|
| Certificate of incorporation or good standing of the US parent | State filing office | Order a certified copy from the state | Secretary of State of the state of incorporation |
| Board resolution of the US parent | An officer of the parent | Sign before a notary public in person | Secretary of State of the notary’s state |
| Passport of each foreign director and signatory | The passport holder | Notarise a signed copy before a notary | Secretary of State of the notary’s state |
| Address proof of each foreign director and signatory | The person named on it | Notarise a signed copy before a notary | Secretary of State of the notary’s state |
The board resolution approves the Indian subsidiary and names the person who signs for the parent. Rule 13(4) requires a company subscriber to sign through a person authorised by a board resolution. Draft it only after the Indian company name, share capital and directors are final.
Address proof can be a bank statement, an electricity bill or a telephone bill. Rule 16 says it must not be more than two months old. Count the two months up to the filing date in India, not the signing date in the US.
How does the US apostille process work, step by step?
The US process has five steps, and every one of them happens in the US before anything is sent to India. Start it as soon as the Indian drafts are final.
Agree the company name, share capital, directors and authorised signatory with your Indian adviser. Every notarised page must match these agreed details exactly, down to the spelling of each name.
Order a certified copy of the parent’s certificate of incorporation or good standing from the state filing office. A plain photocopy cannot be apostilled, so ask for the state’s certified version.
The officer signs the board resolution before a notary public. Each director signs copies of their passport and address proof before a notary. Use one state for all notarised documents where you can.
Some states, such as New York, use a county clerk authentication of the notary’s signature before the state apostille. Check the state’s own apostille page for this step before you send anything.
Send state records and notarised documents to the Secretary of State of the issuing state. Send federal documents to the US Department of State, then courier the apostilled originals to India.
Which office issues the apostille: state or federal?
The apostille office depends on who signed or issued the document in the first place. Most documents for an Indian company registration go to a state Secretary of State, not to the federal government.
| Type of document | Apostille office |
|---|---|
| State company record, such as a certificate of good standing | Secretary of State of the state that issued it |
| Document signed before a state notary public | Secretary of State of the state that commissioned the notary |
| Document signed by a federal official or agency | US Department of State, Office of Authentications |
The state of incorporation does not decide where a notarised document goes. A Delaware company’s resolution signed before a California notary needs a California apostille. Delaware’s Division of Corporations says it cannot apostille documents notarised by out-of-state notaries.
The US Department of State charges $20 for each document. It accepts requests by mail only and says it processes them in 4 weeks from receipt.
What will some US notaries and states refuse to do?
Some notaries and apostille offices refuse requests that look routine, and three limits cause most of the rework we see.
Copies of passports. California’s Notary Public Handbook says a California notary can certify copies of powers of attorney. It does not allow certified copies of other documents. So the passport holder signs a statement on the copy, and the notary notarises that signature.
Remote online notarisation. Delaware’s Division of Corporations will not apostille documents notarised remotely or electronically. California law does not yet let California notaries notarise remotely.
Bundled certificates. Delaware requires each company document to be certified separately, and it does not accept documents certified under a single cover certificate.
Choose one notary state. Ask every US signer to sign before notaries in the same state, so that one Secretary of State issues every apostille and the documents travel as one batch.
Does the route depend on where the director lives?
Yes, Rule 13(5) looks at the country where the signer lives, not the signer’s passport or the parent’s country. Each signer’s documents follow the rule for that signer’s country of residence.
A British director living in New York follows the US route: notarisation and a US apostille. An American director living in London follows the Commonwealth route under Rule 13(5)(a): notarisation by a UK notary public only. Our guide on whether UK company documents need an apostille for India covers that route.
How long and how much does a US apostille cost?
Each US office sets its own fee and processing time, so there is no single national figure. The table shows figures published by the offices themselves.
| Office | Fee | Processing time |
|---|---|---|
| US Department of State, Office of Authentications | $20 per document | 4 weeks from receipt; mail only |
| California Secretary of State | $20 per apostille, plus $6 per signature in person | Processed in the order received |
| Westchester County Clerk, New York (notary authentication) | $3 per authentication | Before the New York State apostille |
| Delaware Division of Corporations | See the Division’s order page | Expedited service offered |
The apostille is often the step that sets the overall timeline. Our article on how long it takes to set up a subsidiary in India shows where it sits in the full plan.
What happens after the US documents are ready?
The apostilled originals go to India by courier, and the Indian team then files the registration online. The registration uses SPICe+ (the online company registration form on the Ministry of Corporate Affairs portal).
After incorporation, the parent remits share capital and the company opens its bank account. Our guide to registering a US subsidiary in India covers the full US-parent process. For any parent country, see how to set up a subsidiary in India.
Mistakes US parents make with documents for India
Sending a document to the wrong state
Parents often send every document to the state where the parent is incorporated. A notarised document must go to the state that commissioned the notary. Check which state commissioned the notary before you post anything to an apostille office.
Using an online notary
Remote notarisation is quick, but some states will not apostille it, and Delaware refuses it outright. Use an in-person notary unless the apostille office confirms it accepts remote notarisation.
Notarising before the Indian drafts are final
A board resolution that names the wrong capital or signatory must be signed again. That means a second notarisation, a second apostille and another courier to India. Agree the Indian details with your adviser before anyone signs.
Letting the address proof go out of date
Rule 16 requires address proof that is not more than two months old. Apostille and courier time can push a document past that limit. Ask the signer to use their most recent statement or bill on the day they sign.
Names that differ across documents
A middle name on the passport but not on the bank statement can lead to a query. Use one form of each name across the board resolution, the passport copy and the address proof.
When you need professional help
A simple case needs little help: one parent, US-resident directors and one notary state. Get help when signers live in different countries, the parent sits under a holding company, or a document was rejected. An Indian adviser can check each draft against Rule 13(5) before anyone signs. That saves a second round of notarisation and apostilles.
Frequently asked questions
Does India accept apostilled documents from the US?
Yes. India and the US are both parties to the Hague Apostille Convention. India joined on 14 July 2005 and the US on 15 October 1981. Rule 13(5)(b) of India’s Companies (Incorporation) Rules, 2014 accepts US documents that a notary public has notarised and that carry an apostille from the competent US authority.
Do US documents need attestation by the Indian embassy or consulate?
No. Consulate attestation applies only to countries outside both the Commonwealth and the Hague Apostille Convention. The US is a Hague country, so a US apostille replaces consulate attestation. For an Indian company registration, a US document needs notarisation and an apostille, and nothing more from an Indian mission.
How much does an apostille cost in the US?
Each state sets its own fee. California charges $20 for each apostille, plus $6 per signature for requests made in person. The US Department of State charges $20 for each document it authenticates. Check the website of the issuing state’s Secretary of State for its current fee before you send anything.
How long does a US apostille take?
It depends on the office. The US Department of State says it processes mail requests in 4 weeks from receipt. State offices set their own times, and California processes requests in the order it receives them. Check the issuing state’s website before you plan the Indian registration timeline.
What is the difference between notarisation and an apostille?
A notary public confirms who signed a document and witnesses the signature. An apostille is a certificate from a government office that confirms the notary’s or official’s signature and seal are genuine. A US document for an Indian company registration usually needs both: notarisation first, then the apostille.
Can I use an online notary for documents going to India?
Check first, because many offices will refuse it. Delaware’s Division of Corporations will not apostille documents notarised remotely or electronically. California law does not yet let California notaries perform remote online notarisation. The safest route is an in-person notary commissioned in the state that will issue the apostille.
Who issues the apostille for a Delaware company’s documents?
Delaware’s Division of Corporations apostilles Delaware company records and documents signed before a Delaware notary. It will not apostille a document notarised in another state. So a board resolution of a Delaware company signed before a New York notary goes to New York, not Delaware, for its apostille.
Do directors need to travel to India to register the subsidiary?
No. Directors sign their documents in the US before a local notary. The apostilled originals are couriered to India, and the Indian team files the registration online. Directors also get Digital Signature Certificates (electronic signatures used for Indian government filings) without travelling to India.
Does an American director living in the UK need a US apostille?
No. Rule 13(5) looks at the country where the signer lives, not their passport. An American director living in London signs in the UK, which is a Commonwealth country. Under Rule 13(5)(a), that director needs notarisation by a UK notary public only, with no apostille.
Get your US document pack right the first time
A senior consultation reviews your parent’s state, your signers’ countries and the documents each one needs. You receive a written itemised quote for incorporation and first-year compliance.
Request a senior consultation- Ministry of Corporate Affairs — Companies (Incorporation) Rules, 2014, Rules 13 and 16
- HCCH — Status table, Apostille Convention of 5 October 1961
- US Department of State — About the Office of Authentications
- Delaware Division of Corporations — Apostille and authentication information
- California Secretary of State — Apostille FAQs
- California Secretary of State — Notary Public Handbook 2025
- Westchester County Clerk — Getting a notary authenticated
Rohit Lohade is a Chartered Accountant and India entry specialist at KRPR & Associates. With 15+ years of experience, he has assisted 250+ international companies — including global brands — incorporate and operate in India. He currently serves as Resident Director for multiple foreign-owned Indian subsidiaries.
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