Indian Subsidiary Company Registration

Why Choose an Indian Subsidiary Company?

• Market Access: Direct entry into the large and fast-growing Indian market
• Separate Legal Entity: Distinct legal identity separate from its foreign parent
• Limited Liability: Liability of shareholders is limited to their shareholding
• 100% FDI: Up to 100% Foreign Direct Investment allowed under the automatic route in many sectors
• Perpetual Succession: Continues to exist irrespective of changes in ownership
• Profit Repatriation: Profits and dividends can be repatriated after applicable taxes
• Fund Raising: Easier to raise capital and borrow funds in India
• Brand Presence: Establishes credible local brand presence and trust
• Ownership Control: Foreign parent can retain majority or full control
• Independent Operations: Operates as a domestic Indian company for most purposes

Importance of an Indian Subsidiary Company

• Gateway to India: Provides foreign companies a structured entry into the Indian economy
• Foreign Investment: Channels foreign capital and FDI into the country
• Technology Transfer: Brings global technology, processes and expertise to India
• Employment Generation: Creates local jobs and develops skilled talent
• Economic Growth: Contributes to GDP, exports and overall economic development
• Local Operations: Enables manufacturing, sales and service operations within India
• Global Expansion: Helps multinational groups expand their footprint in South Asia
• Compliance Credibility: Operates under a transparent, regulated legal framework

Types of Indian Subsidiary Companies

• Wholly Owned Subsidiary (WOS): Foreign company holds 100% of the shares (in sectors where 100% FDI is allowed)
• Subsidiary Company: Foreign company holds more than 50% of the total share capital
• Private Limited Subsidiary: Most common structure - private limited company controlled by a foreign parent
• Public Limited Subsidiary: Public limited company in which the foreign parent holds majority control

Documents Required for Indian Subsidiary Registration

• Certificate of Incorporation of the foreign parent company (apostilled/notarized)
• Board resolution of the foreign company authorising investment in India
• Passport of foreign directors and shareholders (apostilled/notarized)
• Identity and address proof of all directors and shareholders
• Passport size photographs of all directors
• DIN (Director Identification Number) for all directors
• DSC (Digital Signature Certificate) for all directors
• Memorandum of Association (MOA) and Articles of Association (AOA)
• Registered office address proof (electricity/utility bill)
• NOC from the owner of the registered office premises
• Declaration and consent from directors (INC-9 and DIR-2)
• Proof of subscribed capital and shareholding pattern

Our Indian Subsidiary Registration Process

1. Digital Signatures: Obtain DSC for the proposed directors
2. DIN Application: Apply for Director Identification Number for all directors
3. Name Reservation: Reserve a unique company name through SPICe+ Part A (RUN)
4. Document Drafting: Prepare MOA, AOA and incorporation documents
5. SPICe+ Filing: File the integrated SPICe+ incorporation form with the MCA
6. Incorporation Certificate: Receive Certificate of Incorporation along with PAN & TAN
7. Bank Account: Open a current bank account in the company's name
8. FDI Reporting: File FC-GPR with the RBI for the foreign investment received (FEMA compliance)

Who Should Register an Indian Subsidiary?

• Foreign companies wishing to establish operations in India
• Multinational corporations expanding into the Indian market
• Foreign startups and businesses targeting Indian customers
• Overseas manufacturers setting up production or assembly in India
• Global service and IT companies opening Indian delivery centres
• Foreign investors seeking long-term presence and control in India
• E-commerce and technology firms entering the Indian market
• Companies looking to leverage India's skilled workforce

Indian Subsidiary Compliance Requirements

• Annual ROC Filing: File AOC-4 (financials) and MGT-7 (annual return) with the MCA
• Income Tax Return: File the company's Income Tax Return annually
• Statutory Audit: Mandatory audit by a practising Chartered Accountant
• FEMA Compliance: File FC-GPR for foreign investment and the annual FLA return with the RBI
• Board Meetings: Conduct the required number of board meetings each year
• AGM: Hold the Annual General Meeting within the prescribed time
• DIR-3 KYC: Annual KYC for all directors
• Transfer Pricing: Comply with transfer pricing rules for related-party transactions
• GST & TDS: Comply with GST, TDS and other applicable tax filings

Minimum Requirements for an Indian Subsidiary

• Minimum Directors: At least 2 directors
• Resident Director: At least one director must be a resident of India (stayed 182+ days)
• Minimum Shareholders: At least 2 shareholders
• Foreign Holding: Foreign company must hold more than 50% (up to 100% for a wholly owned subsidiary)
• Registered Office: Must have a registered office address in India
• Minimum Capital: No minimum capital prescribed (subject to sectoral norms)
• DSC & DIN: Digital signatures and DIN for the directors

Important Points to Note

• Sectoral Caps: FDI must comply with applicable sectoral caps and conditions
• Resident Director: At least one resident Indian director is mandatory
• FEMA Reporting: Foreign investment must be reported to the RBI (FC-GPR / FLA)
• Profit Repatriation: Profits and dividends are repatriable after payment of taxes
• Transfer Pricing: Transactions with the parent must follow transfer pricing rules
• Apostille/Notarisation: Foreign documents must be apostilled or notarized
• Domestic Treatment: Treated as a domestic company for most regulatory purposes

Indian Subsidiary vs Branch Office vs Liaison Office

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