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Indian Subsidiary Registration

There is a lot of interest among foreign companies to start their operations in India and tap into one of the largest and fast-growing market, and have access to some of the best human resources in the world. A Foreign National (other than a citizen of Pakistan or Bangladesh) or an entity incorporated outside India (other than entity incorporated in Pakistan or Bangladesh) can invest and own a Company in India by acquiring shares of the company, subject to the FDI Policy of India

If A foreign company planning to set up business in India, it may

  1. a joint venture or
  2. set up Liaison Office/ Representative Office or
  3. a Project Office or
  4. a Branch Office of the foreign company
  5. Wholly owned subsidiary under the Companies Act, 2013

Which can undertake activities permitted under the Foreign Exchange Management (Establishment in India of Branch Office or Other Place of Business) Regulations, 2000.

A Wholly Owned Subsidiary Company can be defined as an entity whose entire share is capital is held by the foreign corporate bodies. A Wholly Owned Subsidiary Company can be formed as a private, limited by share, limited by guarantee or an unlimited liability company.

There are two categories of making investment in India either though automatic route or approval route. Automatic route means where no prior regulatory approval is required for investment in the Indian company. Investment in activities/industries where an automatic route is not permissible can be made with the approval of Reserve Bank of India.

Features of Wholly Owned Subsidiary Company in India

Advantages of Wholly Owned Subsidiary Company Registration in India

  • Limited Liability

    Liability of Members and Directors of the private limited company is limited to their shares. It means that if the company suffers from any loss and faces financial distress because of primary business activity, the personal assets of shareholders / Members / Directors will not be at risk of being seized by banks, creditors, and government.

  • Continuity of Existence

    The life of a business is not affected by the status of shareholders and even after the death of the shareholder the private limited company continues to exist.

  • Easy Funding

    Parent company can provide continuous inflow of funds by subscribing to new shares of subsidiary company and thus save it from cost of debt. This arrangement also provides an advantage of offsetting losses from profits. This arrangement also allows joint ventures with other companies

  • Brand Value

    Company's brand value will increased because employees feel secure in joining the private limited company, vendor feels secure in offering credit, investor feels secure in investing, the customer feels trust and confidence in brand in buying company product/services because of a sound corporate structure Many startup companies start with zero revenue and rapidly reaches to a multibillion-dollar company in just a few years just because of the high brand value of the company

  • The scope of expansion

    Is higher because easy to raise capital from a venture capitalist, angel investor, financial institutions and the advantage of limited liability, The private limited offer more transparency in the company.

  • Foreign Direct Investment in India

    100% Foreign Direct Investment (FDI) is allowed in several business activities/industries without any prior approval. Foreign direct investment is not allowed in Proprietorship or Partnership; LLP requires prior Government approval.

Minimum Requirements for Indian Subsidiary Registration

  1. Minimum 2 Shareholders
  2. Minimum Capital of Rs. 1lac
  3. DIN for all Directors
  4. Parent company must hold 50% of total equity capital.

Documents Required for Wholly Owned Indian Subsidiary Company Registration

Information/Documents Required From Foreign Company

  1. Apostille/Notarized copy of resolution of foreign Company ‘mentioning the name of authorized representative, no. of subscription of shares’;
  2. Apostille/Notarized copy of ID Proof of authorized representative, if such person is non-resident of India;
  3. Apostille/Notarized copy of Charter of Foreign Company;
  4. In case of use of Trademark – copy of trade mark registration documents.
  5. Name of one Resident Director;
  6. Name of Nominee (in case of incorporation of WOS).

From All Directors and Shareholders

  • A copy of Passport of foreign directors (duly apostille or notarized by the Indian embassy).
  • Declaration from the foreign subscribers in respect of not having PAN. (Duly apostille or notarized in country of origin);
  • INC-9 declaration by first subscriber(s) and director(s) (duly apostille or notarized in country of origin)
  • DIR-2 Declaration from first Directors along with Copy of Proof of Identity and residential address. (Duly apostille or notarized in country of origin);
  • Memorandum and Article of Association of Company  (Duly apostille or notarized in country of origin)
  • Self attested copy of Voter’s ID/Passport/Driver’s License & PAN of Indian director.
  • Self attested copy of Latest Bank Statement or a copy Electricity Bill for Indian Director
  • Passport-sized photograph of all directors and shareholder.

For Proposed Registered Office (Residential or commercial)

  • Copy of the utility bills (not older than two months)
  • Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts);
  • NOC from the owner of the property.

Indian Subsidiary Company Registration Process

For registering an Indian Subsidiary company, you shall require to avail our CA services, and we will ensure to finish below steps within 15-20 working days.

  •  Name approval application
  • DSC (Digital Signature Certificate)
  • DIN Application
  • Drafting of MOA and AOA
  • Online Form filing Spice 32
  • Certificate of incorporation
  • PAN & TAN
  • Commencement of Business application
  • Bank Account Opening- assistance

Steps for Registration

Fill the Form

Get a call back

Submit documents

Track progress

Get Certificate

Annual Compliances Requirements after the LLP Registration

After the finish of the formation process, LLP is expected to comply with the annual compliance requirements. These compliances are compulsory to meet irrespective of the fact that they have started a LLP or not. If the number of transactions after the LLP registration is 0, then LLP will record NIL return.

Following returns are expected to be registered:

  1. Statement of Account & Solvency
    2. LLP Annual Return
    3. Income Tax Return

FDI Restricted Sectors

FDI is not permitted in following areas:

  1. Railways
  2. Atomic Energy
  3. Atomic Minerals
  4. Postal Service
  5. Gambling and Betting
  6. Lottery
  7. Basic Agriculture or plantations activities or Agriculture (excluding Floriculture, Horticulture
  8. Seeds Development
  9. Animal Husbandry
  10. Cultivation of Vegetables, Mushrooms etc. under controlled conditions and services related to agro and allied sectors) and
  11. Plantations (other than Tea plantations).

Indian Subsidiary Company Annual Compliances

Indian Subsidiary Companies are required to comply with Income Tax Act, Companies Act, transfer pricing guidelines and FEMA guidelines. From time to time, they had to file income tax return with the Income Tax Department, annual return with the Registrar of Companies and other mandatory filings with the Reserve Bank of India or Securities & Exchange Board of India (SEBI). They would also have to comply with other regulations such as TDS regulations, GST regulations and ESI regulations etc. The requirement is also based on the type of industry, number of employees and turnover.


Step-I: Open Bank Account to receive Subscription Money;

Step-II: Receipt of Subscription Money from Foreign Subscriber within the period of 2 months of incorporation from the foreign country bank account to the bank account in India

Step-III: Filing of e-form 20A – Declaration of Commencement of Business;

Step-IV: Collect FIRC Certificate & KYC documents from the Bank as per FDI Guidelines;

Step V- Filing of Advance Reporting form along with KYC & FIRC with the RBI within the period of 30 days of receipt of funds

Step-VI: File FCGPR with RBI as per FDI Guidelines.

Step-VII: Issue Share Certificate to the subscribers;

LegalSahayata can also help you with Post Incorporation Compliances. To get in touch with us, drop an email at or call us at 8000028250

Why Choose LegalSahayata?

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Frequently Asked Question

Foreign Company can’t use e-MOA & AOA, because as per Rule 13(5) Company (Incorporation) Rules, 2014 MOA & AOA signed by person resident outside India should be appostille or notarized before the notary public of country of his origin.

ID proof of Authorized representative of foreign Company / nominee of foreign company required to be apostille in the country of origin, if such person is not citizen of India.

Only one Digital Signature is enough. Because DSC shall be affix only on SPICE “INC-32” form. No need to affix DSC on subscriber sheet of MOA / AOA as physical MOA / AOA used for Incorporation of Company.

As per Rule 13(5) if foreign subscriber is present in India on “Business Visa” then documents are not required to be apostille.

As the foreign subscriber is present in India and signed the documents in India. However, in absence of Business Visa his documents are mandatorily required to be apostille and notarized in the country of origin.

Initial approval of a LO is granted by Reserve Bank of India for 3 years. Subsequent request for an extension is generally approved for next 3 years. Further extensions can again be applied, however approval by Reserve Bank of India (RBI), is granted on a case to case basis

Till the time investment decisions are not firm, business in India can be done by appointing an agent, distributor in India or directly providing services from abroad.
Such arrangements are subject to applicable tax withholding rules in India. The payment from India is governed by rules of Foreign Exchange Management Act (FEMA) and controlled by Reserve bank of India (RBI)

BO can be opened with a prior approval from RBI and it’s regarded as Foreign Company in India. As it’s not a separate entity from its parent company, all business risk and liabilities are directly assumed by the Parent company. It can conduct full fledged business activities in India, except Manufacturing. It can however subtract such activities to Indian vendors. BO, being a foreign company taxed at a higher rate (presently 40%).

An address to be termed as a “Registered Office’ is required. Commercial or business address can be at a different location. There is no requirement of any minimum area, location etc. A business incorporated at any place in India, can do business throughout India. State Government however may require some local registrations.

Initial funding can be done though injecting share capital i.e. FDI. A loan from parent company (External Commercial Borrowing- ECB) is permissible only for Capex. ECB for working capital is permitted subject to certain conditions and a lock in period of seven years for capital repatriation. Local financing is always available subject to required collaterals.

No, taxability in India arises based on residential status in India and incomes accrue or arise in India. A Director is however is liable for any negligence or any wrong doing on behalf of the PLC, as he/she is termed as a Key Managerial Person (KMP).

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