Company Registration
Indian Subsidiary Company Registration in India
An Indian subsidiary lets a foreign company own and run a business in India. In short, Indian subsidiary company registration gives the parent a compliant local entity with limited liability. However, the FEMA and MCA steps must be exact. Therefore, Prospect Legal handles your Indian subsidiary company registration end to end — from DSC to the incorporation certificate.
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DSC to COI
Enter the India Market
What is an Indian subsidiary company?
An Indian subsidiary is a company where a foreign company holds a majority stake. Simply put, it is an Indian private limited company owned mainly from abroad. Also, it is a separate legal person with limited liability. Therefore, the parent’s risk stays limited.
This structure suits global firms entering India. First, it gives a real local presence. Next, it can hire, bill and contract in India. Also, it builds trust with Indian clients and banks. Because of this, many multinationals choose it.
Why set up an Indian subsidiary?
Indian subsidiary company registration offers clear advantages. In practice, these are the main ones.
- Limited liability. Notably, the foreign parent is liable only up to its shareholding.
- Full market access. Moreover, the subsidiary can trade freely across India.
- Separate legal identity. Also, it can own assets and sign contracts in its own name.
- Repatriation of profits. Finally, profits can move to the parent under FEMA rules.
Eligibility and legal requirements
An Indian subsidiary is formed under the Companies Act, 2013, usually as a private limited company. In short, you need at least two directors and two shareholders, and at least one director must be resident in India. Also, the foreign parent holds the majority of shares, and there is no minimum capital. Next, the company follows FEMA and RBI rules on foreign investment. Accordingly, we arrange all of these for you.
The foreign-investment route decides the approvals. First, most sectors allow 100% FDI under the automatic route with no prior approval, while a few sensitive sectors need government approval or have equity caps. Second, once shares are issued to the foreign parent, the investment must be reported to the RBI in Form FC-GPR within 30 days of allotment, through the FIRMS portal. Third, share transfers between a resident and a non-resident are reported in Form FC-TRS. Therefore, we check your sector and file each FEMA form on time.
Documents required for Indian subsidiary company registration
You need only a few documents to start. Also, our team checks each one before filing. As a result, approval stays smooth. Here is the list:
- Passport and address proof of the foreign directors
- PAN and Aadhaar of the resident Indian director
- Apostilled or notarised parent-company documents
- Proof of the registered office in India, such as a rent agreement
- A No Objection Certificate from the property owner
- Board resolution of the foreign parent company
Indian subsidiary company registration — step by step
The process is simple with expert help. Moreover, Prospect Legal handles every step for you. Here is how it works:
Step 1 — Get DSC and DIN
First, we obtain a Digital Signature Certificate for each director. Then, we apply for the Director Identification Number.
Step 2 — Reserve the company name
Next, we file the name in SPICe+ Part A. Also, we check that the name is unique and available.
Step 3 — File SPICe+ for incorporation
Then, we file SPICe+ Part B with the MOA and AOA. Also, PAN and TAN are applied for together.
Step 4 — Complete FEMA and RBI filings
Finally, we report the foreign investment to the RBI. After that, your subsidiary is fully compliant.
Indian subsidiary vs branch office vs LLP
Foreign firms often compare these entry routes. In short, they differ in liability, scope and control. The table makes it clear.
| Point | Indian Subsidiary | Branch Office | LLP |
|---|---|---|---|
| Liability | Limited | Parent bears it | Limited |
| Business scope | Full | Restricted | Full |
| Ownership | Foreign majority | Same as parent | Foreign allowed |
| Best for | Long-term India presence | Limited project work | Services and consulting |
Cost, timeline and post-incorporation steps
Indian subsidiary company registration is quick with the right help. In practice, incorporation takes a few working days once documents are apostilled. Because government fees vary by state and capital, we quote the exact figure upfront.
A few steps follow incorporation. First, open a company bank account. Next, bring in the share capital through proper banking channels. Also, file the FDI report with the RBI. Therefore, we guide you through each one.
FEMA and company compliance calendar
An Indian subsidiary runs company-law filings plus FEMA reporting for the foreign investment. In short, we track and file each one so nothing is missed.
| Filing | Form | Due date |
|---|---|---|
| Report of foreign investment | FC-GPR | Within 30 days of share allotment |
| Commencement of business | INC-20A | Within 180 days of incorporation |
| First auditor appointment | ADT-1 | Within 30 days of incorporation |
| Foreign Liabilities & Assets return | FLA | By 15 July every year |
| Transfer pricing report | Form 3CEB | By 31 October (with the tax return) |
| Financial statements | AOC-4 | Within 30 days of the AGM |
| Annual return | MGT-7 | Within 60 days of the AGM |
| Director KYC | DIR-3 KYC | By 30 September every year |
What makes up the cost of registration?
The total cost has a few clear parts. Also, government charges vary by state and capital, so we quote the exact figure upfront. Here is what it covers.
| Component | What it covers | Notes |
|---|---|---|
| Digital Signature (DSC) | A signature for each director | One-time, per person |
| Document legalisation | Apostille or notarisation of parent papers | Done abroad, varies by country |
| Name & MCA filing | SPICe+ name reservation and incorporation | Scales with authorised capital |
| Stamp duty | Duty on the MOA and AOA | Varies by state |
| FEMA reporting | FC-GPR filing on the RBI FIRMS portal | Part of our service |
| Professional fee | Our end-to-end handling | Fixed and quoted upfront |
Why choose Prospect Legal for Indian subsidiary company registration?
Many portals just file a form. Few, however, guide you like a partner. Here is what sets us apart:
- Fixed pricing. Because our fees are clear, you face no surprises.
- FEMA expertise. Also, we handle the RBI and foreign-investment reporting.
- End-to-end. Next, we manage DSC, DIN, SPICe+ and post-setup together.
- Document support. Moreover, we guide apostille and notarisation abroad.
- Real support. Above all, you can reach a human on call or WhatsApp anytime.
Indian subsidiary company registration — what’s included
| Service | What we do | Benefit to you |
|---|---|---|
| DSC & DIN | Digital signatures and director IDs | Ready-to-file directors |
| Name Approval | Reserve a unique company name | A brand you can keep |
| MOA & AOA | Draft the charter documents | A compliant foundation |
| SPICe+ Filing | File incorporation with the MCA | A registered subsidiary |
| FEMA & RBI Reporting | Report the foreign investment | Full FEMA compliance |
| Post-Setup Guidance | Bank account and FDI filing | A smooth start |
Related company registration services
Not sure which route fits you? Therefore, explore these related services next:
Frequently asked questions about Indian subsidiary company registration
Can a foreign company own 100% of an Indian subsidiary?
Yes, full foreign ownership is allowed in most sectors. Notably, some sectors have caps under FDI rules. Then, we check your sector first. Accordingly, we structure the holding correctly.
How many directors are needed?
You need at least two directors for the subsidiary. Also, at least one must be resident in India. In addition, foreign nationals can be the other directors. So, the mix is flexible.
How long does registration take?
With apostilled documents ready, it takes a few working days. However, document legalisation abroad can add time. So, timelines vary. Meanwhile, we keep the process moving.
What documents does the foreign parent need?
The parent gives apostilled incorporation papers and a board resolution. Also, passports and address proof of foreign directors are needed. In addition, KYC applies. We guide each item.
FEMA, tax and compliance
What is FEMA compliance for a subsidiary?
FEMA governs how foreign money enters and leaves India. Notably, the investment must be reported to the RBI. Then, filings like FC-GPR apply. Accordingly, we handle these for you.
How is an Indian subsidiary taxed?
An Indian subsidiary is taxed as a domestic company. Simply put, it pays corporate tax on its India profits. Also, transfer-pricing rules apply with the parent. So, we guide the basics.
Can the subsidiary send profits to the parent?
Yes, profits can be repatriated as dividends. Notably, this follows FEMA and tax rules. Then, proper filings are made. Accordingly, we help with the process.
What compliances apply after registration?
A subsidiary files annual returns and financial statements. Also, it makes RBI and FDI filings. In addition, it follows transfer-pricing rules. We set these up for you.
FDI, FC-GPR and reporting
What is the FDI automatic route?
Under the automatic route, foreign investment needs no prior government approval, and it covers most sectors up to 100%. Notably, a few sensitive sectors need approval or have caps. Then, we check your sector first. Accordingly, we structure the investment correctly.
What is Form FC-GPR and when is it due?
FC-GPR reports the issue of shares to a foreign investor to the RBI. Notably, it is filed within 30 days of allotment on the FIRMS portal. Then, late filing attracts penalties. So, we file it promptly for you.
What is the FLA return?
The Foreign Liabilities and Assets (FLA) return is an annual RBI filing on foreign investment held and made. Simply put, it is due by 15 July every year. Then, we prepare and submit it. Accordingly, your FEMA record stays clean.
Do transfer-pricing rules apply?
Yes, dealings between the subsidiary and its foreign parent must be at arm’s length. Notably, a transfer-pricing report in Form 3CEB is filed by 31 October with the tax return. Then, we coordinate the study and filing. So, you avoid transfer-pricing disputes.
Other common questions
Do all directors need to be in India?
No, only one director must be resident in India. Also, the rest can be foreign nationals. So, the parent keeps control. We arrange the resident-director requirement.
What is the difference between a subsidiary and a branch office?
A subsidiary is a separate Indian company with full scope. A branch office is an extension of the parent with limited scope. So, a subsidiary suits long-term plans. Accordingly, we advise the better fit.
Do I get PAN and TAN with incorporation?
Yes, PAN and TAN are applied for within SPICe+. Also, they arrive with the incorporation. So, you do not apply separately. This saves you time.
Can Prospect Legal handle the full registration?
Yes, we manage it end to end. First, DSC, DIN and name approval. Next, SPICe+ and the FEMA filings. Finally, the COI, PAN and TAN. Call 7000-12-7225 to begin.
Ready to set up your Indian subsidiary? Start today.
Do not let cross-border paperwork slow your entry. Instead, let our experts complete your Indian subsidiary company registration end to end. As a result, you get a compliant India entity, fast.
