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Practical Guide · Global Capability Centres

How to set up a GCC in Hyderabad

The legal, regulatory and compliance sequence for global groups building a capability centre in India - entity, capital, contracts, people and data.

By Zuber Syed|Founder & Managing Partner, Zuber & Partners|Published 22 August 2026|~12 min read

Quick Answer

Setting up a Global Capability Centre in Hyderabad usually means incorporating a wholly owned private limited subsidiary under the Companies Act, 2013, funding it through the automatic route with correct FEMA reporting, documenting an arm's length intercompany services agreement before delivery begins, completing tax and labour registrations under Telangana law, and putting employment, IP assignment and data-protection controls in place before the first hires join. The filings are rarely the hard part. The sequence is.

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This guide is general information. For advice on your specific structure, entity, and filings, speak with the team.

Before You Start

The filings are straightforward. The sequencing is not.

Most delays in GCC launches come from running steps in parallel instead of sequence, or from choosing a structure that works today but traps the group later. The guide below shows what to do, and where a single mistake compounds.

1. Choosing the right entity

Almost every global group that builds a capability centre in Hyderabad does so through a wholly owned private limited company incorporated under the Companies Act, 2013. The alternatives exist, but they rarely fit. A liaison office cannot carry on commercial activity and is confined to representation and coordination. A branch office is permitted a narrower band of activities and is generally slower and more supervised. A limited liability partnership is workable in some structures but is a poor fit for a captive that will hire at scale, grant equity-linked incentives or be absorbed into group reporting.

The subsidiary route works because it aligns with everything that follows. It gives the group a clean Indian contracting party for the intercompany services agreement, a payroll and provident-fund employer, a lessee for premises, a registered taxpayer for GST and export refunds, and a corporate vehicle that can later be restructured, merged or carved out without renegotiating the group's entire India footprint. Directors, registered office and statutory records need to be settled at incorporation, including the requirement that at least one director is resident in India.

The entity decision is not really about incorporation. It is about which vehicle can still carry the business three years and four hundred employees later.

The wrong entity structure traps the group for years

Choosing a liaison office, branch or LLP to save time at incorporation often means re-incorporating, transferring contracts, re-registering employees and renegotiating tax positions later. For most groups, the private limited subsidiary is the only structure that can still carry the business after the first 100 employees. If your parent is considering a non-standard structure, review it against the 36-month hiring and revenue plan before filing anything.

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2. FDI, FEMA and capital filings

For the activities most GCCs perform - software development, engineering, research, analytics, finance and accounting, customer operations, shared services - foreign investment is generally permitted up to 100% under the automatic route, meaning no prior government approval is required. That makes the question one of process rather than permission, and process is where groups lose time.

Funds must arrive through banking channels with the correct purpose coding, shares must be issued within the prescribed period and priced consistently with the applicable valuation rules, and the inward remittance and allotment must be reported to the Reserve Bank through the authorised dealer bank using the prescribed forms, including Form FC-GPR. An annual return on foreign liabilities and assets follows. Each of these has a deadline, and each missed deadline creates a regularisation exercise that is disproportionate to the underlying error. Sector-specific conditions can also apply, so the activity description in the memorandum should be drafted with the investment position in mind rather than copied from a template.

3. Intercompany contracts and transfer pricing

A captive centre earns nothing from the market. Its entire revenue comes from the parent or affiliates, which makes the intercompany services agreement the most consequential commercial document the entity will sign. It should define the scope of services and service levels, the cost base and the pricing method, invoicing frequency and currency, ownership and assignment of intellectual property, confidentiality and data-protection obligations, limitation of liability, and termination and transition mechanics.

Because the parties are associated enterprises, the pricing is subject to India's transfer-pricing regime. The common approach for captive delivery is a cost-plus mark-up benchmarked against comparable service providers, with contemporaneous documentation supporting the method and the comparables, and an accountant's report where the prescribed thresholds are met. What causes disputes is rarely the mark-up itself; it is the absence of a signed agreement contemporaneous with the work, a cost base that does not match the books, or a functional profile in the documentation that does not match what the centre actually does. Where the centre will own or develop significant IP, the functional analysis and the contractual position need to be settled before development starts, not after.

Backdated intercompany paperwork is the most common audit trigger

Tax officers rarely challenge the mark-up. They challenge the paper trail: unsigned agreements, cost bases that do not match the books, and functional profiles that describe a different business from the one the centre actually runs. If your centre starts delivering before the intercompany agreement is signed and dated, the transfer-pricing position is already compromised.

Get the agreement right before delivery starts

4. Registrations before day one

The registration list is unglamorous and gates everything. The entity needs a PAN and TAN for income tax and withholding, GST registration in Telangana, registration of the establishment under the Telangana Shops and Establishments Act, professional tax registration, and provident fund and employees' state insurance registrations as employee thresholds are crossed. Export-oriented service delivery adds banking documentation for realising export proceeds and the process for claiming refunds on zero-rated supplies, which is a real cash-flow item for a cost-plus centre paying GST on its input costs.

01

Apostilled parent documents and signatory logistics

Board resolutions, charter documents, identity and address proofs for the parent's authorised signatory and the proposed directors, notarised and apostilled in the home jurisdiction.

02

Name reservation and incorporation

Reserve the name, obtain digital signatures and director identification, and file the incorporation application with the memorandum, articles and registered-office proof.

03

Bank account, KYC and share subscription

Open the account, complete KYC for the parent and directors, and remit subscription money through banking channels with the correct purpose code.

04

FEMA reporting

Advance reporting of inward remittance and filing of Form FC-GPR with the authorised dealer bank within the prescribed timeline, supported by a valuation certificate where required.

05

Tax and labour registrations

PAN, TAN, GST, professional tax, Shops and Establishments registration, and provident fund and employees' state insurance registrations as thresholds are met.

06

Contracts, people and controls

Intercompany services agreement, employment templates with IP assignment, vendor and lease agreements, and the data-protection and cyber controls that will govern delivery.

5. Employment and workforce law

Employment is where imported documents fail most visibly. Indian employment relationships are governed by a combination of central statutes, state rules and judicial interpretation, and several concepts that are standard elsewhere do not translate. At-will termination is not the Indian position. Notice periods, leave entitlements, working hours, overtime, maternity benefit and statutory bonus obligations come from law rather than from the parent's handbook. Broad post-employment non-compete restraints are generally unenforceable, which means protection has to come from confidentiality, non-solicitation and properly drafted IP-assignment clauses instead.

A GCC hiring quickly should settle its templates before the first cohort: offer letter and employment agreement, IP and inventions assignment, confidentiality, code of conduct, an internal complaints committee and policy under the law on prevention of sexual harassment at the workplace, and clear terms for contractors and staffing vendors so that engagement models do not create deemed-employment exposure. Retrofitting these across a few hundred employees after the fact is expensive and never quite complete.

6. Premises, leases and SEZ decisions

Location decisions in HITEC City, Madhapur, Gachibowli and the surrounding technology corridor are usually driven by talent and commute, but the legal terms deserve equal attention. Leases here are commonly long, with lock-in periods, escalation clauses, substantial security deposits, fit-out obligations and reinstatement liabilities on exit. Whether the unit sits inside a special economic zone changes the compliance and tax profile of the operation and the flexibility with which the entity can serve domestic customers later.

Before signing, confirm title and the landlord's authority to lease, register the instrument and pay the correct stamp duty, and align the term and expansion rights with the hiring plan. A lease signed to hit an occupancy date, without an expansion or exit route, tends to become the constraint that shapes the next three years of the centre's growth.

7. Data protection, IP and cyber readiness

A capability centre is, in practice, a data-processing operation. It handles employee personal data in India and, on the parent's instruction, customer and business data that may be subject to the group's obligations elsewhere. The Digital Personal Data Protection Act, 2023 and the Rules notified in November 2025 apply to processing of digital personal data in India, with most operational obligations phasing in through the transition period. Sectoral requirements and CERT-In's incident-reporting directions apply alongside them.

The workable approach is one governance framework for the Indian entity that maps cleanly to the group's: a data inventory covering employee, vendor and delivery data; notices and lawful bases for what the entity processes in its own right; processor terms that reflect what the parent has promised its own customers; retention and deletion schedules; access controls and logging; a rights-request process; and an incident playbook that can produce an accurate first report inside the applicable reporting window. Intellectual property sits in the same conversation: the assignment chain from employee and contractor to the Indian entity, and from the Indian entity to the parent, must be continuous and consistent with the transfer-pricing position.

A delivery centre without its own incident playbook is not covered by the parent's. It simply has not been tested yet.

DPDP and IP compliance are not inherited from the parent

The Indian entity must have its own notices, lawful bases, processor terms, retention rules and breach process. Employees and contractors must assign their IP in writing; a clause in a foreign contract does not automatically bind the Indian creator. If the centre handles customer data on the parent's behalf, the processor terms must reflect what the parent has promised its own customers. These gaps are invisible until a regulator, investor or customer audit asks the question.

Build data and IP controls before the first hire

8. A 90-day launch sequence

The failure mode in GCC launches is parallelism without sequencing. In the first thirty days, focus on what gates everything else: apostilled parent documentation, director identification and digital signatures, name reservation and incorporation, and the start of bank KYC. In days thirty-one to sixty, complete account opening, remit share capital, file the FEMA advance report and FC-GPR, and obtain PAN, TAN, GST and Shops and Establishments registration while the intercompany agreement and transfer-pricing position are finalised.

In days sixty-one to ninety, execute the lease, complete provident fund, employees' state insurance and professional tax registrations, issue the first employment contracts on approved templates, stand up the data-protection and IP controls, and run a short readiness review before delivery begins: is the intercompany agreement signed and dated before the first invoice, are the FEMA filings on record, does every employee contract carry an IP assignment, and can the entity produce a breach report within its reporting window. Those four questions predict most of what a first audit will ask.

9. Mistakes that cost the most

Starting delivery before the intercompany agreement is signed

Work begins, invoices follow, and the paperwork is created months later to match. That gap is the first thing a transfer-pricing officer looks for, and it is the hardest to explain.

Missing FEMA reporting windows

Funding arrives on time and the filing does not. The remittance is valid; the delay is a compliance event that has to be regularised, often just as the group is preparing for its first audit.

Using the parent's employment templates unchanged

At-will language, foreign notice periods, non-competes and leave entitlements imported from another jurisdiction are frequently unenforceable or non-compliant in India, and they surface at exactly the wrong moment.

Treating data protection as the parent's problem

The Indian entity processes employee data locally and customer data on instruction. Without its own notices, vendor terms, retention rules, access controls and breach process, the group's global posture has a hole in the delivery centre.

No IP assignment chain

Employees and contractors build the product; nobody assigned the rights. The problem is invisible until a financing, an acquisition or a customer audit forces the question.

Signing the lease before the SEZ and fit-out decision

Location, unit status, fit-out obligations and exit terms interact with tax treatment and scaling plans. A ten-year commitment signed for speed is rarely the cheapest decision.

The most expensive mistakes are found after the first audit, not during setup

Every item above is fixable on day one. Six months into delivery, the same issues become restructuring, regularisation, tax disputes and employment claims. The firms that move fast at launch usually slow down for exactly that reason. A clean setup takes longer in the first sixty days, but it removes the blockers that delay scaling.

Get a pre-launch review of your setup

How Zuber & Partners helps

We run the legal workstream so the launch stays on track.

For global groups, GCC heads and in-house legal teams, we manage the 90-day legal sequence: parent documentation and apostille, incorporation and director appointments, FEMA inward remittance and FC-GPR reporting, intercompany services agreements and transfer-pricing documentation, Telangana tax and labour registrations, employment and IP templates, and DPDP and cyber-readiness controls.

The outcome is an entity that is ready to operate, hire and invoice, with an audit-ready paper trail and a structure that can still carry the business at 500 employees.

Tell us about your GCC launch

Frequently asked questions

What is the best legal structure for a GCC in Hyderabad?

Most global groups incorporate a private limited company as a wholly owned subsidiary under the Companies Act, 2013. It allows 100% foreign ownership in most services sectors under the automatic route, supports local hiring and payroll, gives a clean contracting entity for intercompany service agreements, and is easier to fund, audit and eventually restructure than a branch or liaison office. A liaison office cannot carry on commercial activity, and a branch office is generally slower to set up and more restricted.

How long does it take to set up a GCC entity in India?

Incorporation itself is usually the fastest part once documentation is apostilled and directors have their identification in place. The realistic critical path is documentation and signatory logistics across time zones, bank account opening and KYC, share-capital remittance and FEMA reporting, tax and labour registrations, and premises. Plan the legal workstream as a 90-day sequence rather than a single filing, and start apostille and KYC first because they are the most common delay.

Do I need RBI approval to fund an Indian GCC?

For most IT, software, engineering, R&D and business services activities, foreign investment is permitted under the automatic route, so prior approval is not required. What is required is compliance: pricing the shares in line with the applicable valuation rules, receiving funds through banking channels, filing the advance reporting and Form FC-GPR with the authorised dealer bank within the prescribed timelines, and filing the annual return on foreign liabilities and assets. Approval is a sector question; reporting is universal.

How should a GCC be paid by its parent?

Through a written intercompany services agreement with an arm's length pricing method, most commonly cost-plus for captive service delivery. The agreement should define scope, service levels, cost base, mark-up, invoicing and currency, IP ownership, confidentiality, data protection and termination. Because the parent and the GCC are associated enterprises, the arrangement is subject to India's transfer-pricing rules, including documentation and accountant certification where thresholds are met. Weak or backdated intercompany paperwork is a leading cause of avoidable tax disputes.

Which registrations does a Hyderabad GCC need before employees start?

Typically a PAN and TAN, GST registration, registration under the Telangana Shops and Establishments Act for the office, provident fund and employees' state insurance registrations once thresholds are met, professional tax registration, and a bank account able to receive foreign inward remittance. Where the entity exports services, it also needs the banking documentation to treat receipts as export proceeds and to claim available GST refunds on zero-rated supplies.

Does the DPDP Act apply to a GCC that only processes foreign customer data?

It can. The Digital Personal Data Protection Act, 2023 applies to processing of digital personal data in India, and can also apply to processing outside India connected with offering goods or services to data principals in India. A GCC handling employee data in India is processing personal data in India regardless of where customers sit. The practical answer is to run one governance framework covering employee data, customer data processed on the parent's behalf, vendor arrangements, retention, rights handling and breach reporting, then map it to the parent's own obligations under GDPR or other regimes.

Who owns the intellectual property created by GCC employees?

Ownership does not transfer automatically in every case, so it must be contracted for. Employment agreements should include assignment of inventions, works, code and improvements, along with confidentiality and post-employment obligations that are enforceable under Indian law. The intercompany agreement should then assign or licence that IP to the parent on defined terms, with the transfer-pricing position consistent with who bears risk and funds development. Contractor and vendor agreements need equivalent assignment clauses.

What is the fastest way to de-risk a GCC launch?

Sequence the dependencies rather than running everything in parallel. Start apostilled documents, director identification and bank KYC in week one because they gate everything else. Sign the intercompany agreement before revenue starts rather than after the first audit. Complete FEMA reporting inside the statutory windows. Get employment templates, IP assignment and data-protection controls in place before the first cohort of hires, because retrofitting them across a hundred employees is expensive and rarely complete.

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Sources & primary references

This guide is written against the primary sources below. Where a statute, rule or regulator direction is cited, the official text controls.

Authored by

Zuber Syed

Founder & Managing Partner · Advocate · Global Capability Centres & India Market Entry

Zuber Syed advises global groups on establishing and governing capability centres in India, covering entity structuring, exchange-control compliance, intercompany contracting, employment and data protection. This guide is general information and not legal advice for a specific matter.