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Indian Subsidiary Incorporation

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Your Comprehensive Guide To Foreign Subsidary Registration In india Under The Companies Act 2013

In the era of global business expansion, many foreign companies eye India as their next big market. With its booming economy, skilled workforce, and vast consumer base, establishing an Indian subsidiary company makes perfect sense. Under the Companies Act, 2013, incorporating a subsidiary—especially a wholly owned subsidiary (WOS) in India—is straightforward and investor-friendly.

This comprehensive guide simplifies the foreign subsidiary incorporation in India, covering everything from basics to compliance in easy-to-follow steps. Whether you’re a tech giant from Silicon Valley or a European firm venturing east, here’s your roadmap to Indian subsidiary registration without the legalese overload. Discover the benefits of setting up a subsidiary in India, FDI routes, and the step-by-step wholly owned subsidiary incorporation process to kickstart your foreign direct investment (FDI) in India.

Benefits Section?

Picture this: Your overseas business needs a local foothold in India. An Indian subsidiary is essentially an Indian-registered company where your foreign parent holds more than 50% of the shares or calls the shots on key decisions. If it’s 100% ownership in sectors allowing full foreign direct investment (FDI), it’s a WOS—perfect for full control without partners. Unlike branches or liaison offices, subsidiaries offer true independence and limited liability.

Top Benefits of Forming a Wholly Owned Subsidiary in India:

  • Market Access: Tap into 1.4 billion people and a growing middle class with localized operations—ideal for expanding business in India.
  • Limited Liability: Shields the parent company’s assets from Indian risks, a major advantage of an Indian subsidiary over a branch office.
  • FDI Ease: Automatic route for most sectors (up to 100%), no prior government nod needed in many cases via the FDI policy in India.
  • Tax Perks: Enjoy deductions, exemptions, and double taxation avoidance agreements (DTAA) for seamless international tax compliance.
  • Credibility Boost: An Indian entity builds trust with local clients, suppliers, and regulators—essential for foreign company registration in India.
  • Flexibility: No minimum capital; scale as you grow with easy fund repatriation.​

Conditions Section

Eligibility for Foreign Subsidiary Company Registration in India

Pretty much any foreign company or individual can set up an Indian subsidiary, but here’s the checklist for smooth foreign company incorporation:

  • Minimum Directors: There shall be at least two directors in the Company, out of which one director must be an Indian resident director ( who has stayed in India for 182 days or more in the financial year).
  • Minimum Shareholders: There shall be at least two shareholders in the Company, out of which one can be an individual.
  • Capital Requirements: There is no minimum capital —start small and infuse later via FDI routes in India.

Documentation Section

Essential Documents Required for Indian Subsidiary Incorporation

Prep these to avoid hiccups in your wholly owned subsidiary registration—everything must be apostilled or notarized for foreign docs:

  1. For Directors & Individual Subscribers:
  • Identity Proof: PAN/Aadhaar/Driving License for Indians; Passport/Driving License for Foreigners.
  • Address Proofs: Bank Statements/Utility Bills (not older than 2 months).
  • Declarations in Form INC-9 and Form DIR-2
  • No PAN Undertaking (For Foreign Director)
  • Passport Size Photos
  1. For Parent Entity: (All Apostilled & Notarized)
  • Certificate of Incorporation
  • Declaration in Form INC-9
  • Board resolution Approving the Subsidiary and authorizing the Representative
  1. Other Documents
  • Rent Agreement, Latest Utility Bill for Registered Office and NOC from Owner.
  • Draft Memorandum of Association (MoA)
  • Draft Articles of Association (AoA)

Process Section

Step-by-Step Guide: How to Set Up a Wholly Owned Subsidiary in India

Get Digital Signature Certificates (DSCs)

Every proposed director and shareholder needs a Class-3 DSC to sign documents electronically.

Apply for Name Reservation

Through SPICe+ Part A, submit one or more proposed names. If approved, the name is reserved for 20 days. The proposed name(s) should be unique, resembling the business of the Company, and be compliant with applicable Rules.

Complete the Incorporation Form

In SPICe+ Part B, fill in details such as business activities, registered office, director information, shareholding pattern, and attach MOA/AOA.

Verification and Certificate of Incorporation (CoI)

Upon the review and verification of the incorporation application, the Registrar approves the application and issues a Certificate of Incorporation (CoI) with PAN, TAN, EPFO, ESIC, and Shops & Establishment (only for some States).

Frequently Asked Questions

How do I start a business in India as a foreign company?

Foreign companies can set up a liaison office, branch office, or wholly-owned subsidiary in India. Corpsecure assists with RBI, FEMA, and ROC compliances for a smooth entry.

What is the cost of company registration in India?

The cost depends on the type of company (Pvt Ltd, LLP, OPC, etc.) and government fees. On average, registration can start from ₹7,999 onwards with professional assistance.

How long does it take to register a company in India?

With proper documents, company registration can take 7–15 working days. Corpsecure ensures faster turnaround by managing documentation and compliance.