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Indian Subsidiary

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Indian Subsidiary

India is one of the fastest-growing major economies in the world, offering a massive consumer market, deep talent pool, and improving ease of doing business. For foreign companies looking to enter or scale in India, setting up an Indian Subsidiary — typically a Private Limited Company with majority foreign shareholding — is the most preferred and investor-friendly route.

An Indian Subsidiary is a separate legal entity incorporated under the Companies Act, 2013, with up to 100% foreign ownership allowed under the automatic route for most sectors. It provides limited liability, credibility with Indian customers and banks, and full operational control for the foreign parent — while remaining compliant with RBI, FEMA, and FDI regulations.

We offer end-to-end support for foreign companies setting up in India — from structuring, name approval, MCA incorporation, FEMA and FDI reporting, tax registrations, to banking, GST, and ongoing compliance — ensuring a smooth, fully compliant, and audit-ready India entry.

100%
FDI allowed in most sectors
15-25
Working days for setup
2
Directors & shareholders needed
1
Indian resident director required
Laws & Regulations We Comply With
Companies Act, 2013
FEMA, 1999
FDI Policy
RBI Regulations
Income Tax Act
GST Law
Transfer Pricing
DTAA

What’s Included in Our India Entry Package

01

Entry Strategy

Advisory on the right structure — subsidiary, branch, LO, project office, or JV — based on your India plans.

02

Name Approval

Reservation of company name through the MCA RUN facility including guidance on naming norms.

03

DSC & DIN

Class 3 Digital Signatures and Director Identification Numbers for proposed directors.

04

MOA & AOA Drafting

Drafting of Memorandum and Articles of Association tailored to your business activity.

05

SPICe+ Filing

End-to-end incorporation through SPICe+ with PAN, TAN, EPFO, and ESIC.

06

FEMA & FDI Reporting

FIRMS reporting, FC-GPR filing, KYC, and share allotment compliance with RBI.

07

Banking & GST

Current account opening, foreign remittance setup, GST registration, and IEC for imports/exports.

08

Post-Setup Compliance

Ongoing corporate, FEMA, tax, transfer pricing, and statutory compliance management.

Ways a Foreign Company Can Enter India

Most Preferred

Wholly Owned Subsidiary

A Private Limited Company with up to 100% foreign shareholding in sectors permitted under the automatic route.

  • Separate legal entity
  • Limited liability protection
  • Full operational flexibility
  • Can undertake all business activities
Joint Venture

Joint Venture Company

A company with shareholding jointly held by a foreign parent and an Indian partner in agreed proportions.

  • Local partner expertise
  • Shared risk and investment
  • Useful in restricted sectors
  • Structured shareholder agreement
Representative

Liaison Office

A communication channel between the foreign parent and Indian entities — not allowed to earn income in India.

  • Market research and liaison role
  • No commercial activity allowed
  • Requires RBI approval
  • Expenses funded by the parent
Limited Scope

Branch Office

Permitted for specific activities like export/import, consultancy, and representing the parent’s business.

  • Requires RBI approval
  • Limited permitted activities
  • Taxed at branch-level rates
  • Suitable for specific engagements
Project-specific

Project Office

Set up to execute a specific project in India awarded to the foreign company, for a defined duration.

  • Tied to a single project
  • Activity limited to that contract
  • Requires RBI / banker approval
  • Winds up on project completion
LLP Route

LLP with Foreign Partners

An LLP with foreign partners, allowed in sectors permitted under the automatic FDI route with no performance-linked conditions.

  • Lower compliance than a company
  • No dividend distribution tax
  • Taxed at flat 30% rate
  • Not ideal for equity fundraising

Key Requirements

Minimum Directors

At least 2 directors are required, of which 1 must be a resident of India.

Minimum Shareholders

At least 2 shareholders — can include foreign company and foreign nominee.

Foreign Shareholding

Up to 100% FDI under the automatic route in most sectors; approval route for restricted sectors.

Capital Contribution

No minimum paid-up capital. Inward remittance must comply with FEMA pricing guidelines.

Registered Office

A valid office address in India that can serve as the registered office of the company.

Apostilled Documents

Foreign directors / shareholders’ documents must be notarized and apostilled in their home country.

Documents Required

For Foreign Parent Company

  • Certificate of Incorporation
  • Memorandum & Articles (MOA/AOA)
  • Board resolution for investment
  • List of directors
  • Authorized signatory details
  • Notarized & apostilled copies

For Directors & Shareholders

  • Passport (foreign nationals)
  • PAN & Aadhaar (Indian directors)
  • Address proof (utility bill / bank)
  • Passport-size photograph
  • Email ID and mobile number
  • Apostilled KYC for foreign nationals

For Registered Office & Company

  • Rent agreement / ownership proof
  • Latest utility bill
  • NOC from property owner
  • Proposed company name (2 options)
  • Main business activity / object
  • Authorized & paid-up capital

Incorporation Process

1

Entry Planning

Finalize structure, sector FDI route, shareholding pattern, and capital plan.

2

DSC & Name

Obtain DSCs for directors and reserve the company name on the MCA portal.

3

SPICe+ Filing

File SPICe+ with apostilled documents, MOA, AOA, and AGILE-PRO attachments.

4

Incorporation

Receive Certificate of Incorporation, CIN, PAN, TAN, EPFO, and ESIC.

5

Post-Setup

Open bank account, receive FDI, file FC-GPR with RBI, and start operations.

Why Set Up an Indian Subsidiary

✓
Access to one of the world’s largest markets
✓
Up to 100% FDI allowed in most sectors
✓
Separate legal entity and limited liability
✓
Credibility with customers, banks, and regulators
✓
Full operational and strategic control
✓
Repatriation of profits after tax
✓
Access to deep and skilled Indian talent
✓
Eligible for Indian tax treaties (DTAA)

Ongoing Compliance Requirements

FC-GPR Filing

Report foreign inward remittance and share allotment to RBI within 30 days.

Annual FLA Return

Annual return on Foreign Liabilities and Assets to RBI by 15th July.

MCA Annual Filings

File AOC-4 and MGT-7 every year with the Registrar of Companies.

Board & AGM Meetings

Conduct minimum 4 board meetings and 1 AGM every financial year.

Statutory Audit

Mandatory statutory audit each year regardless of turnover.

Transfer Pricing

Form 3CEB and documentation for transactions with associated enterprises.

Income Tax & TDS

Annual income tax return, advance tax, TDS deduction, and quarterly TDS returns.

GST Compliance

Monthly / quarterly GST returns, annual return, and reconciliation statement.

FAQs on Indian Subsidiary Setup

What is an Indian Subsidiary?
An Indian Subsidiary is a Private Limited Company incorporated in India where the majority of shares (more than 50%) are held by a foreign parent company. It is a separate legal entity from its parent, registered under the Companies Act, 2013, and regulated by MCA, RBI, and tax authorities.
Can a foreign company own 100% of an Indian subsidiary?
Yes, in most sectors 100% FDI is permitted under the automatic route. A few sectors have sectoral caps or require government approval under the approval route. We assess your business activity against the latest FDI Policy before finalizing the structure.
How long does it take to set up an Indian subsidiary?
Typically 15 to 25 working days, depending on how quickly apostilled documents are received from the parent company. Post-incorporation activities like opening a bank account, receiving FDI, and filing FC-GPR add another 2 to 4 weeks.
Do I need an Indian resident director?
Yes. Under Section 149 of the Companies Act, at least one director on the board must have stayed in India for at least 182 days during the financial year. This is a mandatory requirement and cannot be waived.
What is FC-GPR and why is it important?
Form FC-GPR (Foreign Currency – Gross Provisional Return) is a mandatory RBI filing when an Indian company issues shares to a foreign investor against inward remittance. It must be filed within 30 days of share allotment. Non-filing attracts penalties under FEMA.
How is an Indian subsidiary taxed?
Indian subsidiaries are taxed as domestic companies at the applicable corporate tax rate (currently 25.17% for most new companies opting under Section 115BAA, plus surcharge and cess). Transactions with the foreign parent are subject to transfer pricing regulations and must be at arm’s length.
Can profits be repatriated to the parent company?
Yes. Profits can be repatriated through dividends, royalty, interest, or service fees, subject to applicable taxes, withholding tax, and compliance with FEMA and RBI regulations. Many transactions also benefit from lower rates under the relevant Double Taxation Avoidance Agreement (DTAA).
What are the key ongoing compliances?
Key compliances include MCA annual filings (AOC-4, MGT-7), board and AGM meetings, statutory audit, FC-GPR and annual FLA return to RBI, transfer pricing (Form 3CEB), income tax, TDS, and GST. We provide end-to-end compliance support to keep the subsidiary fully aligned with Indian law.

Enter India with Confidence and Full Compliance

Partner with our experts for a seamless Indian subsidiary setup — from structuring and incorporation to FEMA, tax, and ongoing compliance.

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