Register an Indian Subsidiary

Establish a business in India as most popular organisation structure

What is an Indian Subsidiary?

Starting an Indian Subsidiary is the most accessible and easy mode for setting up business in India by foreign companies. The Government of India allows 100% FDI in most of the industries when set-up as a company. This also becomes a reason for foreign nationals and entities to end up their search on private company structure to establish their business.

An Indian structure is also beneficial as it is a centralized structure in place and governed by Companies Act, 2013. Withholding the majority or whole portion of stocks, all you need is one resident director and a place of business in India. However, it is simplified to set-up and run business, these companies must assess pertinent provisions of law. The Indian subsidiary of a foreign entity is also popularly known as a foreign company in India.

Benefits of foreign company registration in India

Easy entry gate
When compared to other business structure, the entry to Indian business sphere is easy as a private company. Apart from liberal norms, the set-up is a hassle-free deal as a company. Incorporation process and post-registration steps are now simplified with online processes and one window processing.
Permanent establishment in India
By registering a subsidiary in India, the foreign nationals or entities establish a permanent place of business and a legal entity in India. A company registered in India has separate legal identity than the promoters and the stockholders.
Strategic control over operations
Although being a foreign person, this structure helps the promoters to control over the operations and activities in a strategic manner. With at least one Indian resident director, the foreign entities benefit from the indirect control and supervision.
Expansion with limited liability
The ultimate goal of setting a foreign branch happens to be an expansion of the business. A limited liability is an added advantage when it comes to entering in the whole new market. Where you increase the brand value across the globe, you also secure your liability with this structure.

Documents required to register an Indian Subsidiary

Photograph
Latest Passport size photograph of Shareholders and Directors.
PAN Card
PAN Card of shareholders and Directors. Foreign nationals must provide a valid passport.
Identity Proof
Voter ID/ Passport/ Driving License of Shareholders and Directors.
Address Proof
Telephone Bill /Electricity Bill/ Latest Bank Account Statement of Shareholders and Directors
Business Address Proof
Electricity Bill/ Telephone Bill of the registered office address in India
NOC from owner
No Objection Certificate to be obtained from the owner(s) of registered office
Rent Agreement
Rent Agreement of the registered office should be provided if any
Constitutional documents
An apostilled copy of the charter, statutes or memorandum and articles.
If the instrument is not in English, a certified translation in English
List of Directors & Secretaries
It is to be provided on the letterhead of the company (apostilled or notarized)
Place of Business
Full address of the principal place of business of the foreign entity
Authorised Representative
Name and address of the person (Authorized Representative) who shall receive legal documents on behalf of the company
Prior registrations
Details of opening and closing of a place of business in India on earlier occasion

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Formulation of Company Name

Unique Name

Mainly it builds the company brand and preferably be a coined word

Business Object

The second part of the name should suggest the business activity of the company

Constitution Type

Name of the company must end with “Private Limited” as a suffix

Register a Company in 3 Easy Steps

  • It takes less than 10 minutes to fill in our Questionnaires
  • Provide basic details & documents required for registration
  • Make payment through secured payment gateways
  • All it takes is 12 – 15 working days*

*Subject to Government processing time

Foreign company registration process

  • Checking Name availability
  • Application for Name Reservation under “RUN
  • Reservation of Name
  • Filing application for company registration
  • Application for DIN Allotment
  • Application for PAN and TAN of company
  • Government processing time
  • Certificate of Incorporation

Explore incorporation of foreign subsidiary in India
Frequently Asked Questions

What are the minimum requirements to set-up an Indian subsidiary?
An Indian subsidiary is formed as a Private Limited Company and to register same, following requirements must be fulfilled:
1. Minimum 2 directors shall be appointed, out of which one must be resident in India.
2. Minimum 2 shareholders are required for this registration. Here, an individual may become shareholder and director at the same time.
3. A place of business in India must be provided as a registered office address.
What are the FDI Guidelines for Foreign Nationals in a Private Limited Company?
100% Foreign Direct Investment is allowed in India in many of the industries under the Automatic Route. Under the Automatic Route, only a post-investment filing is necessary with the RBI indicating the nature of investment made. There are a few industries that require prior approval from the RBI, in such cases, approval must first be obtained from RBI prior to investment.
What are businesses in which foreign nationals or companies can’t invest?
Foreign investment in any form is prohibited in businesses engaged or proposes to engage in the following business:
i) The business of chit fund; or
ii) Nidhi Company; or
iii) Agricultural or plantation activities (excluding floriculture, horticulture, development of seeds, animal husbandry, pisciculture, cultivation of vegetables, mushrooms, etc., under controlled conditions, services related to the agro & allied sector and tea plantations); or
iv) Real Estate business, or construction of farm houses (Does not include the development of townships, construction of residential/commercial premises, roads or bridges); or
v) Trading in Transferable Development Rights (TDRs)
How to register a wholly owned subsidiary?
This operational hand of a foreign entity in India is registered as a Private Company, which requires at least 2 members subscribing to shares. Hence, register as a wholly owned subsidiary, the parent company would subscribe all shares except one. This one share is by one of the directors to fulfill the requirement.
What is the minimum Capital Requirement?
To register as a foreign company (private company), minimum authorized capital of INR 1 Lakh is prescribed, whereas the constraint of minimum paid-up capital is eliminated as a part of Government’s initiative to simplify business registration. However, each shareholder must subscribe at least 1 share for registration and introduce the amount sufficient to run the business.
How to reserve the company name? Can we apply with name of foreign entity?
The name of a company should be formulated as mentioned in the above section. The applicants can provide a maximum of 2 names with their preference order under the RUN form. The names provided should comply with the provisions of the Act or regulations.
You may apply with the name of the foreign entity to create a relation; however, the one has to check the availability of the name before making an application.
Whether is it compulsory to appoint an Indian director?
Yes, for any company registration in India at least one of the directors must be an Indian citizen and a resident. This criterion must be fulfilled all time during the existence of the company.
Whether physical place of business is required for setting up business in India by foreign companies?
As derived from the definition of a foreign company, it can own a place of business itself or through an agent, physically or through electronic mode. Hence, it does not require having a physical place of business in India.
However, you must note that a place of business and a registered office are two distinct terms. The registered office must be in situated in India, where the formal communication to the company is made.
Does anyone have to be physically present while online company registration in India?
No, none of the promoters are required to be present at the whole process of Pvt Ltd company registration is online. All the forms are filed on the web portal and digitally signed. Also, the required documents can be sent through e-mail or uploaded on our portal for filing.
Are there any further regulatory requirements after company is registered?
Yes, after incorporation and introducing equity fund from a foreign source of income, Reserve Bank of India must be notified about the foreign investment in the company through proper filing. In case the activity performed by the business requires Government approval for Foreign Investment, approval must be obtained prior to the funds being invested in the company.
What are the Annual Compliance requirements to be fulfilled by a Private Company?
During every financial year, the company must hold one Annual General Meeting (AGM) and at least 4 board meetings in each quarter. Further, the accounts and financial statements must be audited by the independent auditor. Subsequently, it shall file form AOC – 4 and MGT – 7 as part of Annual Compliance within given time.
Which documents are required to be submited for filing of ARF and FCGPR under executive & premium package?
The company needs to obtain the foreign KYC from foreign bank and FIRC (Foreign Inward Remittance Certificate) from AD to LegalWiz.in for filing such documents.
What is the due date of filing Foreign Liabilities and Assets (FLA) with RBI?
The company must file FLA before July 15 of next financial year. If the accounts are not audited by the given date, then the FLA Return is submitted based on unaudited (provisional) account. Further, once the accounts are audited, revised FAL must be file latest by end of September.
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