Indian Subsidiary of a Foreign Company, Fully Managed by Experts
Set up your wholly owned subsidiary (WOS) or joint venture in India end to end — SPICe+ incorporation under the Companies Act, 2013 with full FDI/FEMA structuring, Form FC-GPR reporting and ongoing ROC compliance. 100% online — the foreign parent need not travel — at a fixed fee quoted upfront with zero hidden charges.
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What Is Indian Subsidiary Registration?
A quick, plain-language explanation before the details.
An Indian subsidiary is a company set up in India whose shares are majority-owned by a foreign parent — 100% ownership makes it a wholly owned subsidiary, giving the parent a limited-liability entity to operate directly in India.
An Indian subsidiary is a company incorporated under the Companies Act, 2013 in which a foreign company holds more than 50% of the share capital. It is almost always a Private Limited Company, incorporated through the MCA’s SPICe+ form, with a minimum of two directors (one resident in India) and two shareholders.
Incorporated through the Ministry of Corporate Affairs (MCA) via the SPICe+ (INC-32) form; foreign investment is governed by the DPIIT FDI policy and reported to the Reserve Bank of India (RBI) under FEMA on the FIRMS portal.
Incorporation is permanent — the company continues until it is wound up or struck off. Annual ROC filings, FEMA reporting and income-tax compliance keep it active.
Quick Facts
Is This Service Right for You?
Ideal for
- Foreign companies setting up a wholly owned subsidiary (WOS) in India
- Foreign investors forming a joint venture with an Indian partner
- Global SaaS, IT & product firms building an India delivery / R&D centre
- Foreign brands establishing local manufacturing, sourcing or distribution
- Overseas startups entering the Indian market who need a local entity
- NRIs and PIOs routing investment into an Indian company under FDI norms
You may need this if
- A foreign parent wants a separate Indian legal entity to operate & invoice in INR
- You want the parent’s liability limited to its capital in the subsidiary
- You want to repatriate dividends and capital abroad through banking channels
- You need a compliant local entity to hire staff and contract in India
- Your FDI is under the automatic route (or you need approval-route guidance)
- You must report share allotment to the RBI via Form FC-GPR under FEMA
Not sure if you need this?
Talk to an Expert →Why Set Up an Indian Subsidiary?
An Indian subsidiary gives a foreign company a compliant, limited-liability presence in one of the world’s largest markets. Here is why it matters.
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01
Legal India Presence
A separate Indian legal entity lets a foreign parent operate, contract, hire and invoice locally in INR.
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02
Limited Liability
The parent’s liability is limited to its capital — the subsidiary is distinct from the foreign company.
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03
100% FDI in Most Sectors
Under the automatic route, foreign parents can hold up to 100% without prior government approval in most sectors.
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04
Repatriation of Profits
Dividends and capital can be repatriated abroad through banking channels, subject to FEMA and tax.
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05
Credibility & Scale
A Private Limited structure raises trust with Indian banks, customers and vendors, and supports future funding.
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06
Perpetual Succession
The company continues independently of changes in its foreign shareholders or directors.
Simple, Transparent Pricing
Custom quote for your case
Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.
Who Can Apply?
Eligibility checklist
- A minimum of 2 shareholders and 2 directors
- At least one director resident in India for 182+ days in the financial year
- A Digital Signature Certificate (DSC) for each proposed director
- A Director Identification Number (DIN) — applied within SPICe+ if not already held
- Apostilled / notarised incorporation documents of the foreign parent company
- A registered office address in India with valid address proof and owner’s NOC
Everything You Need. One Professional Team.
FDI Structuring
Advise on the FDI route (automatic vs approval) and structure the entity as a WOS or JV.
Name Reservation
Check availability and reserve your company name via SPICe+ Part A on the MCA portal.
DSC & DIN
Obtain Digital Signature Certificates and Director Identification Numbers for the directors.
Foreign Documents
Guide apostille / notarisation of the parent’s documents and draft MOA & AOA.
SPICe+ Filing
File the integrated SPICe+ (INC-32) form with the MCA — DIN, PAN & TAN applied together.
Bank & Capital
Assist opening the company bank account and remitting the foreign share capital.
FC-GPR Reporting
File Form FC-GPR on the RBI FIRMS portal on allotment of shares to the foreign parent.
Post-Incorporation
Set up ongoing FEMA (FLA) and ROC (AOC-4, MGT-7) annual compliance for the subsidiary.
What You’ll Receive
What Documents Are Required to Register an Indian Subsidiary?
Requirements are grouped by the foreign parent, directors/shareholders and the Indian registered office. Foreign documents must be apostilled or notarised. Keep clear scans (PDF/JPG) ready — everything is collected securely online.
Foreign Parent / Shareholder
Documents of the foreign company- Certificate of incorporation of the foreign parent (apostilled / notarised)
- Board resolution authorising the Indian investment & nominee
- Charter / MOA-AOA of the parent company
- Identity & address proof of the parent’s authorised signatory
- Passport of foreign directors / nominee (mandatory, apostilled)
Directors / Shareholders
For every director & shareholder- PAN card of each Indian director & shareholder
- Passport of each foreign national / NRI (mandatory)
- Aadhaar / voter ID / driving licence (identity proof for residents)
- Latest bank statement, electricity or mobile bill (address proof, within 2 months)
- Passport-size photograph & email / mobile for DSC / OTP
Registered Office
Indian office of the company- Latest electricity / utility bill of the premises (within 2 months)
- Rent agreement (if rented)
- No-Objection Certificate (NOC) from the property owner
- Property-tax receipt or ownership deed (if owned)
Foreign documents need apostille
The foreign parent’s corporate documents and directors’ passports must be apostilled (Hague Convention countries) or notarised and consularised before use in India. We guide the full process.
One resident director
At least one director must have stayed in India for 182 days or more in the financial year. Foreign nationals can be directors alongside them with a valid DIN.
Address proof must be recent
The utility bill used for the registered office and for directors’ address proof should be dated within the last 2 months. Rented premises need a rent agreement plus the owner’s NOC.
Name must be unique
The proposed name must not be identical or too similar to an existing company or a registered trademark. We run a pre-check before filing to reduce rejection.
Don’t have all the documents?
We’ll identify what your case needs →How to Register an Indian Subsidiary (Step by Step)
Incorporation happens online through the MCA21 V3 portal; FDI reporting follows on the RBI FIRMS portal once capital is remitted.
Structuring & DSC
Confirm the FDI route (WOS/JV), collect apostilled parent documents and issue DSC for the directors.
Name reservation
Reserve the company name through SPICe+ Part A on the MCA portal.
SPICe+ filing
File SPICe+ Part B with MOA, AOA and AGILE-PRO — DIN, PAN and TAN applied together.
Incorporation
The ROC issues the Certificate of Incorporation with CIN; the company bank account is opened next.
FDI & FC-GPR
Remit share capital, allot shares to the parent and file Form FC-GPR on the RBI FIRMS portal.
How Long Does Indian Subsidiary Registration Take?
| Stage | Expected Time |
|---|---|
| Apostille, DSC + name reservation | 5–8 working days |
| MOA/AOA drafting + SPICe+ filing | 7–10 working days |
| MCA approval + Certificate of Incorporation | 5–10 working days |
| Capital remittance + Form FC-GPR | On allotment (within 30 days) |
Typical end-to-end incorporation takes 20–30 working days, subject to apostille of foreign documents, name approval and MCA processing. FDI reporting (FC-GPR) follows once the foreign share capital is remitted and shares are allotted.
Key Dates — At a Glance
| Frequency | What Is Due |
|---|---|
| On Share Allotment | File Form FC-GPR on RBI FIRMS within 30 days · Issue share certificates to the foreign parent · First board meeting & appoint first auditor (ADT-1) |
| Annually (FEMA / RBI) | FLA return (Foreign Liabilities & Assets) by 15 July · Transfer pricing — Form 3CEB with the income-tax return · Report any downstream investment as required |
| Annually (ROC) | AGM within 6 months of FY end · AOC-4 (financial statements) with the ROC · MGT-7 (annual return) with the ROC · Statutory audit by an Indian CA |
| Ongoing / Event-Based | DIR-3 KYC of directors by 30 June · Company income-tax return & TDS filings · Changes in directors / capital / office filed with ROC |
Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.
Doing It Yourself vs TaxClue
Doing It Yourself
- Determine the correct FDI route (automatic vs approval) yourself
- Arrange apostille / notarisation of foreign parent documents
- Obtain DSC and DIN for foreign and resident directors
- Draft MOA/AOA with the correct object clause
- File SPICe+ without resubmission errors
- File Form FC-GPR on RBI FIRMS within 30 days of allotment
- Risk LSF penalties and FEMA contravention on late filings
With TaxClue
- Expert confirms the right FDI route and WOS/JV structure
- Apostille & notarisation of foreign documents guided
- DSC & DIN arranged for all directors
- MOA/AOA drafted correctly the first time
- SPICe+ prepared and reviewed before filing
- FC-GPR and FLA reporting handled on time
- Higher first-time approval, no missed FEMA deadlines
Skip the guesswork.
Let an expert handle it →Common Mistakes That Delay Your Application
TaxClue reviews your documents before filing to reduce avoidable errors.
What Compliance Applies After Incorporation?
On Share Allotment
- File Form FC-GPR on RBI FIRMS within 30 days
- Issue share certificates to the foreign parent
- First board meeting & appoint first auditor (ADT-1)
Annually (FEMA / RBI)
- FLA return (Foreign Liabilities & Assets) by 15 July
- Transfer pricing — Form 3CEB with the income-tax return
- Report any downstream investment as required
Annually (ROC)
- AGM within 6 months of FY end
- AOC-4 (financial statements) with the ROC
- MGT-7 (annual return) with the ROC
- Statutory audit by an Indian CA
Ongoing / Event-Based
- DIR-3 KYC of directors by 30 June
- Company income-tax return & TDS filings
- Changes in directors / capital / office filed with ROC
Penalties & Consequences
What is at stake if you do not comply
- Investing under the automatic route when the sector needs government approval
- Missing prior approval for investment from a land-bordering country (Press Note 3)
- No resident Indian director breaches Section 149 and blocks incorporation
- Foreign documents not apostilled/notarised before filing cause rejection
- Filing Form FC-GPR late (beyond 30 days) attracts a Late Submission Fee under FEMA
Regulatory Updates 2025–26
- 2025: All company and LLP incorporation and filing forms have moved to the MCA V3 portal; the legacy V2 portal has been retired for these forms.
- 2025: Company incorporation is filed through SPICe+ (Part A name reservation + Part B), bundling PAN, TAN, EPFO, ESIC, professional tax and a bank account.
- 2025: DIR-3 KYC of every director/DIN holder is due by 30 June, once every three consecutive financial years (next 2028); a lapsed DIN attracts a ₹5,000 reactivation fee.
Why Businesses Choose TaxClue
FDI / FEMA Specialists
CA/CS who handle the FDI route, apostille guidance, FC-GPR and FLA — not just incorporation.
End-to-End
From structuring to Certificate of Incorporation and FEMA reporting — fully managed for you.
Fast Turnaround
20–30 working days end-to-end with proactive status updates at every stage.
100% Online
Everything over WhatsApp / email — the foreign parent need not travel to India.
Transparent Fees
A fixed fee quoted upfront — ₹0 hidden professional charges.
Post-Service Support
Ongoing FEMA and ROC compliance support after your subsidiary is incorporated.
Your Documents Deserve Professional Care
- Documents handled by professionals under confidentiality
- Access limited to the team working on your file
- Communication over secure digital channels
- Documents retained only as long as needed for compliance
Frequently Asked Questions
What is an Indian subsidiary of a foreign company?
Can a foreign company own 100% of an Indian subsidiary?
How many directors and shareholders are required?
Which form is used to incorporate an Indian subsidiary?
Do the foreign parent’s documents need to be apostilled?
What is Form FC-GPR and when is it filed?
What is the annual FLA return?
What annual compliance does an Indian subsidiary have?
How long does it take to register an Indian subsidiary?
Can NRIs be directors or shareholders?
What documents are required to register an Indian subsidiary?
What is the difference between a subsidiary and a wholly owned subsidiary?
How much does it cost to set up an Indian subsidiary?
Can an Indian subsidiary hold shares in its foreign holding company?
What is Press Note 3 and how does it affect a foreign subsidiary?
Does an Indian subsidiary need a resident director?
Official Sources & Legal References
Every regulatory detail on this page is drawn from primary law and official government sources. Verify them directly:
- MCA — Ministry of Corporate AffairsReserve a name, file SPICe+ and track incorporation
- Reserve Bank of India — FEMA & FIRMSFEMA notifications and FC-GPR / FLA reporting on FIRMS
- DPIIT — Consolidated FDI PolicyAutomatic vs approval route and sectoral caps
- Companies Act, 2013 — full textThe governing law for company incorporation · India Code
- ICAI — Institute of Chartered Accountants of IndiaProfessional standards for audit and compliance
Related Guides
How to Incorporate a Foreign Subsidiary in India
Read guide ArticleIncorporating a Company with a Foreign Director
Read guide ArticleForeign Company Registration Requirements
Read guide ArticleSection 19 — Subsidiary Cannot Hold Holding Shares
Read guide ArticleCompany Registration in India — Complete Guide
Read guide ArticleSPICe+ Documents Checklist
Read guide ArticlePost-Incorporation Compliance Checklist
Read guideIndian Subsidiary Registration Resources — All Free
Set Up Your Indian Subsidiary in 20–30 Days
Expert-managed SPICe+ incorporation with full FDI/FEMA structuring — apostille guidance, DSC, DIN, MOA/AOA, PAN, TAN, bank account and Form FC-GPR reporting, end to end. Consultation, fixed fee quoted upfront, zero hidden charges.
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