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Subsidiary · Pvt Ltd · SPICe+ · MCA

Subsidiary Company Setup Cost

See the exact cost to set up a subsidiary company under an Indian holding company — DSC, MCA/SPICe+ government fee & stamp duty by capital, all live on one screen. Government fees only — professional fees are not included.

Category
Startup & Funding
Takes about
1 min
Updated
Sep 2026
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Full breakdown below ↓
👥 Number of directors
Each director needs a DSC (DIN is free via SPICe+)
A subsidiary formed as a Private Limited company needs a minimum of 2 directors; the holding company nominates its shareholders.
💰 Authorised capital
Determines the MCA govt fee & stamp duty
₹
Under SPICe+, incorporation is free up to ₹15 lakh authorised capital — only stamp duty on MOA/AOA applies at lower capital. Most Indian subsidiaries begin at ₹10 lakh.

Itemised government cost breakdown — Subsidiary company

◆ Subsidiary Setup Help

Set up your Indian subsidiary end-to-end

TaxClue handles name approval, SPICe+ filing, MOA/AOA, DIN, DSC, PAN, TAN and the shareholders' agreement for your holding structure.

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Disclaimer: Government fees only — professional fees are not included. Estimates cover indicative MCA fees, stamp duty and DSC (issued by a licensed Certifying Authority; price indicative). Actual costs may vary by state stamp duty, authorised capital and requirements. Govt fee subject to MCA/RoC notifications.

Subsidiary setup cost reference

A subsidiary is a Private Limited company in which a holding company owns more than 50% of the shares. Its setup cost is essentially the same as a normal Pvt Ltd incorporation — DSCs, the SPICe+ government fee, stamp duty by state and capital. The government cost heads are listed below — professional fees are not included.

Government cost headTypical amount
DSC — per director (licensed Certifying Authority, indicative)₹1,500
DIN — allotted in SPICe+Nil
MCA / SPICe+ incorporation fee (up to ₹15L capital)Nil
Stamp duty on MOA/AOA (by state & capital)₹1,000 – ₹10,000
PAN + TAN — issued with incorporationNil

Worked example

An Indian holding company sets up a subsidiary with 2 directors, ₹10 lakh authorised capital. SPICe+ incorporation carries no MCA fee at this capital, so only stamp duty and DSCs make up the government cost.

2 directors · ₹10L capital
Indicative government cost — professional fees not included
DSC (2 × ₹1,500)₹3,000
DIN + PAN + TANNil
MCA govt fee + stamp duty₹2,000
Total government cost₹5,000

Key terms explained

Holding & subsidiary — Sec 2(87)

Under Section 2(87) of the Companies Act, 2013, a company is a subsidiary of a holding company if the holding company controls the composition of its board or holds more than half of its total voting power, directly or through other subsidiaries.

>50% control

Ownership of more than 50% of the paid-up equity share capital gives the holding company voting control and makes the entity a subsidiary. At 100% it is a wholly-owned subsidiary (WOS).

Board composition

Control can also arise by controlling board composition — the power to appoint or remove a majority of the directors — even without a majority shareholding, so nominee directors are usually appointed by the holding company.

Shareholders' agreement

A shareholders' agreement (SHA) records the holding company's rights over the subsidiary — voting, reserved matters, board seats and exit. Recommended for every holding-subsidiary structure; it is a private contract (state stamp duty may apply on execution) and is not part of the government cost above.

Questions people ask

Short answers on Subsidiary Company Setup Cost. Tap a question to open it.

01What is an Indian subsidiary?

An Indian company in which another company — Indian or foreign — holds more than half the equity or controls the board. For a foreign parent it is the usual vehicle for doing business in India, because it can trade freely and hold assets in its own name.

02What does it cost to set up?

Incorporation costs of a private limited company, plus apostille or consularisation of the parent's documents, translation where needed, DSCs for foreign directors, and the FEMA reporting after the investment comes in.

03Does a foreign parent need approval to invest?

Under the automatic route, no — the investment is reported after the fact through FC-GPR. Sectors with caps or conditions, and investments from countries sharing a land border with India, require prior government approval.

04What continuing obligations does a subsidiary have?

Everything a private limited company has, plus the FLA return by 15 July every year, transfer pricing documentation and Form 3CEB where there are transactions with the parent, and compliance with the pricing guidelines on any further issue of shares.

05Is a subsidiary or a branch office better?

A subsidiary for almost any operating business — it is simpler to run, has clearer liability separation and does not need RBI approval. A branch or liaison office suits a purely representative or project-specific presence.

Disclaimer: This tool gives indicative results for general guidance only and is not professional advice. Please verify with a qualified CA before acting on the numbers.