India Entry Services

Wholly Owned Subsidiary Registration in India

The execution detail, not the sales pitch. What goes into each SPICe+ part, who can sign what, how capital is subscribed and certificated, and every filing due in the first 180 days.

  • 100% parent ownership, automatic route
  • Four to six weeks, realistically
  • India, UAE and Singapore under one practice
Request a structuring call Compare all six entry routes
Wholly Owned Subsidiary Registration in India
SPICe+ RegisteredFiled with the MCA
  • 3jurisdictions: India, UAE, Singapore
  • 4–6 Weeksrealistic timeline from first instruction to a funded, compliant entity
  • 60 dayswindow to allot shares once the parent's remittance is received
  • 180 daysdeadline to file Form INC-20A and commence business

Quick Answer

How is a wholly owned subsidiary registered in India?

A wholly owned subsidiary is registered by filing SPICe+ with the Ministry of Corporate Affairs. The foreign parent subscribes to the memorandum for all shares but one, which a nominee holds. Two directors are needed, one of them resident in India. The certificate of incorporation arrives with PAN and TAN, and FEMA reporting follows the remittance.

The filings and their clocks

  • Shares must be allotted within 60 days of receiving application money, and the return of allotment in Form PAS-3 filed within 30 days of allotment.
  • Share certificates are due within two months of incorporation for subscribers to the memorandum, and within two months of allotment thereafter, under Section 56(4).
  • Form FC-GPR reports the investment to the Reserve Bank within 30 days of allotment.
  • The first board meeting must be held within 30 days of incorporation, and the first auditor appointed within the same 30 days.
  • Form INC-20A, the declaration of commencement of business, is due within 180 days.
  • Shares issued to a non-resident cannot be priced below fair market value, certified by a SEBI-registered merchant banker or a chartered accountant in practice.

If you have not yet decided between a subsidiary, a branch office and a liaison office, start with the comparison of all six India entry routes. This page assumes the decision is made and covers how the subsidiary is actually built.

Legal Structure

What "wholly owned" means in Indian company law

The phrase is doing more work than it appears. Indian company law requires a private limited company to have at least two members, so a subsidiary cannot literally have one shareholder. The structure that everyone calls a wholly owned subsidiary is a company in which the foreign parent holds all shares but one, and the single remaining share is held by a nominee on the parent's behalf.

  • The nominee share

    One share is held by a group entity or a named individual as nominee for the parent. The beneficial interest is declared in Form MGT-6, filed with the Registrar. Skipping that declaration leaves a gap that shows up in every subsequent diligence exercise.

  • It is an Indian company

    Once incorporated it is a domestic company for tax, contracting and regulatory purposes. Foreign ownership does not make it a foreign company under the Companies Act. That distinction is what separates it from a branch office.

  • It becomes an FOCC

    A company in which non-residents hold more than 50 percent, or control the board, is a foreign owned or controlled company. That status carries its own consequences if the subsidiary later invests in another Indian company. See the FEMA section below.

When a subsidiary is the wrong answer

Where the India work is genuinely an extension of contracts the parent already holds and profits will be remitted rather than reinvested, a branch office may cost less over the life of the project despite the higher tax rate. Where the group wants pass-through treatment and can accept the sectoral restrictions, an LLP is worth pricing. Both comparisons sit on the India entry routes page.

Registration Process

The incorporation process, form by form

SPICe+ is a single integrated application that replaced a stack of separate filings. It has two parts, and Part B carries four linked forms. Understanding which form does what is the difference between a clean approval and a resubmission cycle.

Part A: reserving the name

Two names may be proposed. An approved name is held for 20 days, which is short enough that it should not be reserved before the apostilled documents are on their way.

What gets a name rejected

  • Resemblance to an existing company. Rule 8 of the Companies (Incorporation) Rules disregards punctuation, spelling variants, plurals and word order when comparing, so a name that looks distinct on screen can still fail.
  • A registered trademark in the same class. Rule 8A requires written consent from the proprietor. Run a trademark search on the relevant class before filing, not after a rejection.
  • Restricted words. Terms such as National, Board, Commission and Authority need prior Central Government approval under Rule 8B.
  • No connection to the object clause. A name suggesting an activity the company is not authorised to carry on will be queried.

Using the parent's name

A subsidiary can usually take the foreign parent's name with India, or a state or city name, appended, provided the name is otherwise available. Support the application with a board resolution from the parent authorising use of its name. Registrars ask for it often enough that supplying it upfront saves a round trip.

  1. DSC application · 2 to 4 working days

    Digital signatures for every signatory

    Class 3 DSC from an Indian certifying authority for each proposed director. Applicants outside India go through video verification against apostilled identity documents.

  2. SPICe+ Part A · 1 to 3 working days

    Reserve the name

    Two proposals, 20-day validity on approval.

  3. SPICe+ Part B with INC-33, INC-34, INC-9, INC-35 · 3 to 7 working days

    File the incorporation application

    One submission carrying the constitution, declarations and linked registrations.

  4. INC-11 · issued on approval

    Certificate of incorporation

    Issued with the Corporate Identity Number, PAN and TAN. The company exists from this date and the statutory clocks start.

  5. Bank KYC · 15 to 25 working days

    Open the bank account

    A separate process run by the bank, not the Registrar. It needs the parent's constitutional documents, the beneficial ownership chain and verification of a signatory. This is where timeline slips, not at the Registrar.

  6. Inward remittance · allotment within 60 days

    Receive the subscription money and allot

    The parent remits against the subscription. Allotment must follow within 60 days of receipt, or the money is refunded.

  7. PAS-3, FC-GPR, share certificates

    Report and certificate the shares

    FC-GPR to the Reserve Bank within 30 days, and share certificates issued within two months.

  8. INC-20A · within 180 days

    Declare commencement of business

    Confirms every subscriber has paid. Until it is filed the company cannot commence business or borrow.

IMC runs the whole sequence, including the bank and the FEMA reporting.

Request a structuring call

Governance

Directors of an Indian subsidiary

A private limited company needs a minimum of two directors and a maximum of fifteen. There is no bar on both being foreign nationals, subject to the residency condition. Directors are appointed at incorporation through SPICe+ itself; later changes go through Form DIR-12.

What each director needs before the filing
RequirementDetail
DINDirector Identification Number, allotted through SPICe+ for up to three first directors. Anyone who already holds a DIN uses it rather than applying again.
Class 3 DSCFrom an Indian certifying authority. Video verification for applicants abroad, against apostilled identity documents.
Form DIR-2Written consent to act as director.
Form DIR-8Declaration that the person is not disqualified under Section 164.
Identity and address proofIdentity and address proof requires notary and apostile or consularise.

The resident director condition

Section 149(3) of the Companies Act, 2013 requires at least one director who stays in India for not less than 182 days during the financial year. For a company incorporated part-way through the year the requirement applies proportionately for the remainder of that year. The test is physical presence, not citizenship or tax residency, so a foreign national genuinely in India for the required period satisfies it.

Published guidance that says "previous calendar year" is quoting the text as it stood before the section was amended.

  • Option one: a professional nominee director

    Engaged under a written mandate for a defined term, with an indemnity from the parent and a clear scope of what the individual will and will not sign. Faster, and the standard bridge for a first-time entrant.

    What makes it defensible is that the person actually participates: attends board meetings, reads what they sign, and is replaced once a genuine local appointment exists.

  • Option two: bring the country manager forward

    Hire the India lead before incorporation rather than after, and appoint them at the outset. Slower, and it commits salary before there is revenue, but the appointment is real from day one and there is no transition to manage later.

What a nominee director arrangement must not be

Where a name is lent for a fee with no involvement in the business, the individual still carries full director liability under the Companies Act regardless of any private understanding between the parties, and the company carries the risk that the appointment is challenged during diligence or a regulatory review. The exposure runs in both directions and it is not curable after the fact.

Registered Office

Registered office

Every company must have a registered office capable of receiving statutory correspondence. The address can be declared in SPICe+ at incorporation, or notified within 30 days afterwards in Form INC-22. Choosing the state is a commercial decision with a cost attached.

ItemWhat is needed
Proof of addressLatest utility bill for the premises, in the name of the owner or the company.
Owner's no-objection certificateWritten consent from the property owner to use the address as the registered office.
Occupancy documentLease, leave-and-licence agreement, or ownership proof.
Name boardThe company name and registered address must be displayed at the office and printed on letterheads, invoices and other official documents.

  • Choosing the state

    Stamp duty on incorporation documents is levied by the state of the registered office and the rates differ materially. Maharashtra, Delhi, Karnataka and Telangana are not the same number for the same authorised capital, and the gap widens as capital rises.

    Weigh that against where the team will actually sit, because moving the registered office between states later means a Regional Director application rather than a routine filing.

  • The virtual office problem

    A virtual office is generally acceptable to the Registrar where the documentation is genuine. Several banks are a different matter. Bank KYC teams frequently decline to open an account for a foreign-owned company against a shared or coworking address, and the account is on the critical path.

    If a virtual address is being used to save cost at incorporation, confirm with the intended bank first rather than discovering the objection three weeks in.

Capital & Shares

Capital, subscription and share certificates

There is no statutory minimum paid-up capital. That freedom is often mistaken for the capital decision being unimportant, and it is not. The number set at incorporation drives the MCA fee, the stamp duty, what the parent must remit, and what has to be reported to the Reserve Bank.

ConceptWhat it isWhy it matters
Authorised capitalThe ceiling up to which the company may issue shares.Sets the MCA registration fee slab and the stamp duty. Increasing it later needs a shareholder resolution and a further fee.
Subscribed capitalWhat the subscribers to the memorandum commit to take.This is the amount the parent must actually remit before INC-20A can be filed.
Paid-up capitalWhat has been received against the subscription.No statutory minimum, but it must fund the business. Reducing it later is a court-supervised process, not a filing.

From remittance to share certificate

  • Remittance. The parent transfers the subscription money into the company's Indian bank account through banking channels. The bank issues a Foreign Inward Remittance Certificate.
  • Allotment within 60 days. Shares must be allotted within 60 days of receiving the money. If they are not, the money must be refunded within the following 15 days, and beyond that it attracts interest and is treated as a deposit.
  • Board resolution. The allotment is made by the board and recorded.
  • Form PAS-3 within 30 days. The return of allotment goes to the Registrar within 30 days of allotment.
  • Share certificates within two months. Under Section 56(4), certificates are due within two months of incorporation for subscribers to the memorandum, and within two months of allotment for any subsequent issue.
  • Stamp duty on the certificates. Levied by the state, payable on issue of the certificates. Rates and procedure differ by state and this is one of the most commonly missed steps in a first-year compliance review.

Pricing: shares issued to a non-resident cannot be below fair value

Under the FEMA pricing guidelines, equity issued to a person resident outside India must be priced at or above fair market value, determined by an internationally accepted methodology such as discounted cash flow, net asset value or comparable transaction multiples. The valuation is certified by a SEBI-registered merchant banker or a chartered accountant holding a certificate of practice.

At incorporation, shares subscribed at face value by the subscribers to the memorandum are the ordinary starting position. Every issue after that, including a routine capital top-up from the same parent twelve months later, needs the valuation certificate. Companies that treat the second tranche the way they treated the first are the ones whose FC-GPR gets returned.

FDI & Compliance

FDI route and FEMA reporting for the subsidiary

Two checks come before the money moves, and three filings follow it. The subsidiary's own status under FEMA also changes what it can do afterwards, which is the part most first-year compliance reviews miss.

Before the remittance

  • Is the sector on the automatic route

    Most sectors permit 100 percent foreign investment under the automatic route, meaning no prior approval and reporting after the event. Defence, insurance, print media, multi-brand retail and broadcasting each carry a cap or an approval condition. Check the current consolidated FDI policy rather than assuming, and note that a widely drafted object clause can pull the company into a sector it did not intend to enter.

  • Does the land border rule apply

    Press Note 2 of the 2026 series replaced the blanket approval requirement of Press Note 3 of 2020 with a beneficial ownership test set at 10 percent. Aggregate holdings by investors from countries sharing a land border with India, below that threshold and without control rights, fall outside the approval requirement. A pre-closing reporting obligation still applies. Group structures with a Hong Kong or Singapore holding company in the chain are worth re-checking against the current position.

After the remittance

FilingDeadlineWhat goes with it
Entity Master registrationBefore the first filingOne-time registration of the company on the Reserve Bank's FIRMS portal. Nothing else can be filed until this exists.
Form FC-GPR30 days from allotmentFIRC, investor KYC report from the remitting bank, valuation certificate where required, board resolution, list of allottees and a company secretary certificate in the prescribed format.
Annual FLA returnOn or before 15 JulyPosition as at 31 March. Due every year once the company has received FDI, whether or not there was fresh investment.
Form FC-TRS60 days from transferOnly where shares later move between a resident and a non-resident.

Late FC-GPR filing is regularisable on payment of a Late Submission Fee for up to three years from the due date, after which compounding under Section 13 of FEMA applies. Fuller detail on the reporting regime sits on the FEMA compliance services page.

The consequence nobody plans for: downstream investment

A company in which non-residents hold more than 50 percent on a fully diluted basis, or hold the right to appoint a majority of directors or direct management decisions, is a foreign owned or controlled company. A wholly owned subsidiary is one by definition.

If that subsidiary later subscribes for shares in another Indian company, whether a joint venture, an acquisition or a second group entity, the investment is a downstream investment. Form DI must be filed with the Reserve Bank within 30 days of allotment, and the funds must come from abroad or from the company's own accruals. Borrowed funds cannot be used for a downstream investment, which is the trap, because domestic borrowing is entirely ordinary for any other purpose.

Getting Ready

Documentation checklist

Grouped by who has to produce it. Everything executed outside India needs authentication before the Registrar will accept it, covered in the next section.

  • From the foreign parent company

    • Certificate of incorporation or equivalent registration certificate.
    • Charter documents, being the memorandum and articles or their local equivalent.
    • Board resolution approving the incorporation of the Indian subsidiary, fixing the shareholding, authorising the subscription amount and naming an authorised representative to sign on the parent's behalf.
    • Board resolution or letter permitting use of the parent's name for the Indian company, where the name is derived from the parent.
    • Proof of registered address of the parent.
    • List of directors and, where the bank asks for it, the beneficial ownership chain up to the ultimate beneficial owners.

  • From each foreign individual director or the nominee shareholder

    • Passport, apostilled or consularised. Mandatory for foreign nationals.
    • Proof of residential address: bank statement, utility bill, driving licence or a government-issued document showing the address.
    • Passport-size photograph.
    • Form DIR-2, consent to act as director.
    • Form DIR-8, declaration of non-disqualification.
    • Specimen signature and, for the DSC application, the certifying authority's own forms.

  • From the resident director

    • PAN card, mandatory.
    • Aadhaar and one further identity proof.
    • Address proof within the accepted age window.
    • Forms DIR-2 and DIR-8, as for any other director.

  • For the registered office

    • Latest utility bill for the premises.
    • No-objection certificate from the owner.
    • Lease or leave-and-licence agreement, or ownership proof.

  • Decisions to settle before drafting begins

    • Two proposed names, with a note on how each relates to the group.
    • Object clause, covering intended activity without reaching into a restricted sector.
    • Authorised and subscribed capital.
    • Shareholding split between the parent and the nominee.
    • State of the registered office.
    • Articles: whether the model articles will be adopted or a bespoke set drafted.

Authentication

Apostille and consular legalisation

Documents executed outside India have to be authenticated before an Indian Registrar will accept them. Which route applies turns on a single question: is the country where the document is signed a party to the Hague Apostille Convention of 1961?

  • Convention country: notarise, then apostille

    The document is notarised locally, then apostilled by the designated competent authority in that country. One certificate, no embassy involvement. Most of Western Europe, the United States, the United Kingdom, Japan, Australia and Singapore fall here.

    Typical turnaround is days to a couple of weeks, depending on the authority.

  • Non-Convention country: three steps

    The document is notarised, then legalised by the country's foreign ministry, then attested by the Indian embassy or consulate in that country. Several Gulf and African jurisdictions sit here.

    The embassy step carries the least predictable queue on the whole project. Where the parent sits in a non-Convention jurisdiction, this should start before anything else, including the name reservation.

Practical points that cause resubmissions
PointDetail
TranslationAny document not in English needs an official translation, and the translation is authenticated together with the original rather than separately.
What gets apostilledThe parent's certificate of incorporation, charter documents, board resolutions, address proof, and the passport and address proof of every foreign individual.
SequenceApostille the signed original. A document signed after apostille, or a scan apostilled instead of the original, is rejected.
Shelf lifeAddress proof carries an age limit. A slow apostille cycle can outlast the validity of the proof that went into it, so collect address documents once the name is reserved rather than at the start.
CostFor a non-Convention parent this is frequently the largest single cost line in the incorporation, ahead of professional fees.

Compliance Calendar

Post-incorporation compliance

The certificate of incorporation starts several clocks at once. The 30-day window is the crowded one, and it is the one most often missed because the team is still focused on the bank account.

The first 180 days

DueObligationForm or authority
Within 30 daysHold the first meeting of the board of directorsSection 173(1). Minutes recorded and signed.
Within 30 daysAppoint the first statutory auditorBy the board. If the board does not act, the members must appoint within 90 days.
Within 30 daysNotify the registered office, if not declared at incorporationForm INC-22
Within 30 days of allotmentFile the return of allotmentForm PAS-3
Within 30 days of allotmentReport the foreign investmentForm FC-GPR, RBI FIRMS portal
Within 60 days of receiptAllot shares against the subscription moneyBoard resolution
Within 2 monthsIssue share certificates and pay stamp duty on themSection 56(4); state stamp authority
Within 180 daysDeclare commencement of businessForm INC-20A. No business and no borrowing until filed.
On first hireLabour and state registrationsShops and establishments, EPFO, ESIC, professional tax
On crossing the thresholdGST registrationCompulsory from the first rupee for inter-state supply of goods and certain categories.

Common Pitfalls

Where subsidiary registrations go wrong

Not the incorporation itself, which is now a well-run digital process. These are the four that surface twelve to thirty-six months later, usually in a diligence exercise, and each is cheap to prevent and expensive to fix.

  • Share certificates never issued

    The company incorporates, the money arrives, PAS-3 and FC-GPR are filed, and the physical share certificates are never prepared or stamped. It causes nothing at the time. It surfaces at the first transaction, when the buyer's counsel asks for evidence of title and there is none, and the state stamp duty then has to be paid late on certificates dated years earlier.

  • The second tranche priced at face value

    Shares subscribed at face value at incorporation set an expectation. Twelve months later the parent tops up capital the same way, without a valuation certificate, and the FC-GPR is returned. By then the money is already in India and the 30-day clock has run.

  • Model articles adopted unamended

    The eAOA is filed as the default table because it is quicker. The consequence appears when the group wants to bring in an investor, appoint a nominee director with reserved matters, or restrict a share transfer, and finds none of it is provided for. Amending articles later means a special resolution and a filing, and it needs consent that may no longer be free.

  • Downstream investment made with borrowed funds

    The subsidiary is profitable, takes a rupee working capital facility, and uses part of it to subscribe for shares in a second Indian entity. That is a downstream investment funded by borrowing, which is not permitted, and Form DI was probably not filed either. It is discovered when someone runs a FEMA health check ahead of a transaction.

Why IMC

How IMC registers a wholly owned subsidiary

  • What the engagement covers

    Name search and reservation. Drafting the memorandum and bespoke articles. Apostille coordination in the parent's jurisdiction. DSC and DIN for every signatory. SPICe+ filing with all linked forms. Bank account opening. Allotment, PAS-3, share certificates and stamp duty. FC-GPR and Entity Master registration. INC-20A. Then the first-year secretarial, payroll and tax calendar.

    Where a resident director is needed as a bridge, that is arranged under a written mandate rather than informally.

  • Credentials

    Every filing on this page is signed by a qualified professional: SPICe+ applications by a practicing company secretary or chartered accountant, share valuations by a SEBI-registered merchant banker or a chartered accountant holding a certificate of practice, and FEMA reporting by a team that works the RBI's FIRMS portal routinely rather than occasionally. India, UAE and Singapore are run as a single corridor practice rather than three unconnected offices.

What to have ready before the first call

The parent's jurisdiction and whether it is a Hague Convention country, the intended activity in India, the expected first-year headcount, the state where the team will sit, and whether anyone in the group already meets the 182-day residency test. Those five answers produce a realistic timeline and document list on the same call.

Related Services

Related services

Meet The Team

Experts behind this service

The people who will actually run your India entry, end to end.

  • Shriya Mandal

    Shriya Mandal

    Director - Compliance

  • Deepakshi Sukhwani

    Deepakshi Sukhwani

    Senior Associate - Corporate Services

  • Mudita Gehlot

    Mudita Gehlot

    Senior Associate - Corporate Services

  • Poornima J

    Poornima J

    Director - Strategy & Operations

  • Ninad Parkar

    Ninad Parkar

    Director - Strategic Partnerships & Business Development

  • Aishwarya Shiva

    Aishwarya Shiva

    Director - Strategic Partnerships & Business Development

FAQs
No. A private limited company needs a minimum of two members, so the parent holds all shares but one and a nominee holds the remaining share on the parent’s behalf. The beneficial interest is declared to the Registrar in Form MGT-6, which should be filed rather than left as an informal understanding.
SPICe+ is the Ministry of Corporate Affairs integrated incorporation application. Part A reserves the name and Part B carries the incorporation, filed with the electronic memorandum in INC-33, articles in INC-34, declarations in INC-9 and linked registrations in AGILE-PRO-S. One submission produces the company, PAN, TAN and employer registrations.
There is no statutory minimum paid-up capital. Authorised capital should be set against what the business needs, because it determines the MCA fee slab and the state stamp duty, and because subscribed capital is the amount the parent must remit before the commencement declaration in Form INC-20A can be filed.
Within two months of incorporation for subscribers to the memorandum, and within two months of allotment for any later issue, under Section 56(4) of the Companies Act, 2013. Stamp duty is payable to the state on issue. Missing this is common and it surfaces at the first transaction requiring evidence of title.
Shares taken at face value by subscribers to the memorandum are the ordinary starting position at incorporation. Every issue after that must be priced at or above fair market value, certified by a SEBI-registered merchant banker or a chartered accountant in practice using an internationally accepted methodology.
Usually yes, with India or a state or city name appended, provided the name is otherwise available under Rule 8. Support the application with a board resolution from the parent authorising use of its name, and check the relevant trademark class first, because a registered mark in the same class will block the name without the proprietor’s consent.
The Registrar generally accepts one where the utility bill, owner’s no-objection certificate and occupancy document are genuine. Banks are stricter. Several decline to open an account for a foreign-owned company against a shared address, and since the account is on the critical path, confirm with the intended bank before committing to a virtual office.
The money must be refunded to the remitter within the following 15 days. If it is not refunded in time it attracts interest and is treated as a deposit, which carries its own regulatory consequences. The practical answer is to have the board resolution and allotment paperwork ready before the remittance is initiated.
A wholly owned subsidiary is a foreign owned or controlled company. If it later subscribes for shares in another Indian company, that is a downstream investment. Form DI must be filed with the Reserve Bank within 30 days of allotment, and the funds must come from abroad or from the company’s own accruals, never from borrowing.
Hold the first board meeting, appoint the first statutory auditor, and file Form INC-22 if the registered office was not declared at incorporation. Where allotment has already happened, Form PAS-3 and Form FC-GPR are also due within 30 days of that allotment. The 30-day window is the most crowded of the first year.

Start the registration

Bring the parent's jurisdiction, the intended activity, the expected first-year headcount and the state where the team will sit. Those four answers produce a realistic timeline and a document list on the first call, rather than a generic brochure.

Request a structuring call Email the India entry team

Response within one working day. Initial structuring view at no cost.