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Private Limited Company
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Business Setup
Indian Subsidiary Registration for Foreign Companies
Indian subsidiary registration for foreign companies entering India – a private limited company owned by your parent, set up with the right documents and FDI reporting.
- 20–30 working days after apostilled documents arrive
- Up to 100% foreign ownership*
- Resident director guidance
- FDI reporting (FC-GPR)
Why set up an Indian subsidiary?
A foreign company can do business in India through a liaison or branch office, but most choose a wholly owned subsidiary – an Indian private limited company owned by the parent. It can trade freely, hire staff, sign contracts and repatriate profits as dividends, and most sectors allow up to 100% foreign direct investment under the automatic route.
Key requirements
| Requirement | Rule |
|---|---|
| Directors | At least 2, one of whom must be resident in India (stayed 182 days or more in the previous calendar year) |
| Shareholders | At least 2 – usually the parent and a nominee |
| Foreign documents | Notarised and apostilled (or consularised) |
| FDI reporting | Share allotment reported to the RBI in Form FC-GPR within 30 days |
*Some sectors have caps or need government approval; we check yours first.
Subsidiary, branch office or liaison office?
| Wholly owned subsidiary | Branch office | Liaison office | |
|---|---|---|---|
| What it can do | Any lawful business, subject to FDI rules | Specified activities, such as export, import and consultancy | Only representation and communication – no commercial activity |
| Legal status | Indian company, separate from the parent | Extension of the foreign company | Extension of the foreign company |
| Approval | Automatic route in most sectors | RBI / authorised dealer approval | RBI / authorised dealer approval |
| Income tax | Taxed as an Indian company | Taxed at the foreign company rate | Not taxed, as it earns no income |
Most foreign companies choose a subsidiary because it can do business freely, hire staff and sign contracts in India, and is taxed at Indian company rates.
Getting the capital in
The parent sends the share capital through banking channels into the subsidiary's bank account. Shares must be issued at a price not less than the fair value under FEMA pricing rules, supported by a valuation report, and the allotment is reported to the RBI in Form FC-GPR within 30 days. Delays attract late submission fees, so we plan the inflow and the filings together.
Ongoing compliance for a subsidiary
- Annual ROC compliance – audit, board meetings, AGM and annual filings, like any Indian company. See annual ROC compliance.
- Annual return on foreign liabilities and assets (FLA) to the RBI, by 15 July each year.
- Transfer pricing – transactions with the parent, such as service fees, royalties or loans, must be at arm's length and documented, with an accountant's report filed with the tax return.
- Tax and GST – income tax returns, TDS on payments abroad and GST returns.
- Resident director – at least one director must remain resident in India every year.
Our service
We review the sector and FDI route, prepare the document checklist for your home country, obtain DSCs and DINs, draft the MOA and AOA and incorporate the company. After incorporation we guide you on the bank account, capital inflow and FC-GPR reporting. Once trading starts you may need GST registration and annual ROC compliance.
Documents required for Indian Subsidiary
After you purchase, log in to My Account → My Services and upload each document below. Scanned copies or clear phone photos (PDF, JPG or PNG) are fine. Your files are stored privately and seen only by your assigned expert.
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Parent company’s certificate of incorporation and constitution Notarised and apostilled (or consularised) Required
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Board resolution of the parent company Approving the subsidiary and appointing representatives Required
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Passport and address proof of foreign directors Notarised and apostilled Required
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PAN, Aadhaar and photo of the Indian resident director At least one director must be resident in India Required
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Registered office proof in India Utility bill plus rent agreement or owner’s NOC Required
Indian Subsidiary process with Nevo Legal
FDI check
We confirm the sector, ownership limit and approval route.
Documents
Country-specific checklist for apostilled documents.
Incorporation
DSC, DIN, MOA/AOA and SPICe+ filing.
After setup
Bank account, capital inflow and FC-GPR reporting.
What you get
- Certificate of incorporation
- MOA and AOA
- Company PAN and TAN
- FDI reporting guidance
Indian Subsidiary – frequently asked questions
Can a foreign company own 100% of an Indian subsidiary?
Yes, in most sectors under the automatic route. A few sectors have caps or need government approval.
Do we need an Indian director?
Yes. At least one director must be resident in India, meaning they stayed in India for 182 days or more in the previous calendar year.
What is FC-GPR?
The form used to report the issue of shares to a foreign investor to the RBI, due within 30 days of allotment.
How is an Indian subsidiary taxed?
As an Indian company, at the same rates as other domestic companies. Dividends it pays to the foreign parent are taxed in India, subject to the tax treaty between the two countries.
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