Indian subsidiary registration for foreign companies
Set up a wholly owned Indian subsidiary of your foreign company, with FEMA reporting, the bank account and the first year's compliance handled from day one. Your parent stays compliant on both sides.
What the rules require
Most sectors allow full foreign ownership without prior approval. The work is in the documents and the reporting.
- Foreign ownershipUp to 100% under the automatic route in most sectors. Some sectors have caps or need government approval.
- Land-border countriesInvestors from a country that shares a land border with India always need government approval.
- DirectorsAt least two. At least one must stay in India for 182 days or more during the financial year.
- ShareholdersAt least two: usually the parent, and a nominee holding a single share.
- Parent documentsCertificate of incorporation, a board resolution approving the investment, and address proof, notarised and apostilled.
- Share pricingShares issued to a foreign investor cannot be priced below fair value, supported by a valuation report.
From board resolution to FC-GPR
Check the sector
We confirm the entry route and any cap for your business, and plan the structure and directors.
Documents
Apostilled parent documents, digital signatures and DINs for the directors, and the registered office.
Incorporate
SPICe+ on MCA V3: certificate of incorporation, PAN and TAN, with the MoA and AoA we draft.
Capital and reporting
The parent remits share capital, the company allots shares, and we file FC-GPR on the RBI's FIRMS portal within 30 days.
Every year after
On top of the normal company filings.
- FLA returnForeign liabilities and assets, filed with the RBI by 15 July every year.
- FC-TRSWithin 60 days when shares move between a resident and a non-resident.
- Transfer pricingDealings with the parent must be at arm's length, with an accountant's report by 31 October and the return by 30 November.
- Audit and ROCStatutory audit, AOC-4 and MGT-7, board meetings and an AGM, like any private company.
Subsidiary, branch or liaison office
| Subsidiary | Branch office | Liaison office | |
|---|---|---|---|
| Legal form | Indian company | Extension of the foreign company | Extension of the foreign company |
| Can earn revenue | Yes | Only in activities the RBI permits | No; representation only |
| How it is set up | Automatic route in most sectors | Application through an authorised dealer bank; RBI approval in some cases | Application through an authorised dealer bank; RBI approval in some cases |
India Entry
- Subsidiary for a foreign parent
- FEMA and FC-GPR filing
- Bank account support
- First-year compliance plan
Government fees, stamp duty and the valuation report are charged at actuals and shown separately.
Indian subsidiary questions
Can the subsidiary be 100% owned by the parent?
In substance, yes. A private company needs at least two shareholders, so the parent usually holds all but one share and a nominee holds the last one.
Does the subsidiary need an Indian resident director?
Yes. At least one director must stay in India for 182 days or more during the financial year.
What does the RBI need after shares are issued?
Form FC-GPR on the FIRMS portal within 30 days of allotment, with the valuation report and the bank's KYC of the investor, and the FLA return by 15 July every year after that.
Planning your India entry?
Tell us your sector, the parent's country and your timeline. We reply within one working day with the route, a document list and a fixed quote.