Indian Subsidiary Registration

An Indian subsidiary is a company incorporated in India that is owned — wholly or in majority — by a foreign company or foreign nationals. It is usually set up as a private limited company, and is the most common route for a foreign business to establish full operations in India.

It is governed by the Companies Act, 2013 together with the Foreign Exchange Management Act, 1999 and the FDI policy: foreign investment is allowed up to 100% in most sectors under the automatic route, while a few restricted sectors need government approval or carry caps.

It needs at least two shareholders and two directors, with at least one director resident in India, and brings FEMA and RBI reporting alongside the usual corporate compliance.

• Parent company: certificate of incorporation, board resolution, and charter — apostilled/notarised
• Passport of each foreign director/shareholder (apostilled), with address proof and photographs
• PAN and Aadhaar of the resident Indian director
• Registered office proof in India — rent agreement and NOC, or ownership proof, with a recent utility bill
• Digital Signature Certificate (DSC) for the proposed directors

1. 01

   Obtain Digital Signature Certificates

   DSCs are issued for the proposed directors, including foreign directors.

2. 02

   Reserve the company name

   Apply for name approval through SPICe+ Part A.

3. 03

   File SPICe+ Part B

   Incorporation with the MOA and AOA, DIN, PAN, and TAN — supported by the parent's apostilled documents.

4. 04

   Certificate of Incorporation

   On approval, the Registrar issues the Certificate of Incorporation with the CIN, plus PAN and TAN.

5. 05

   Bring in FDI and report it

   Open the bank account, receive the share capital from the foreign investor, file FC-GPR with the RBI within 30 days, file INC-20A, and start FEMA and corporate compliance.

PBT sets up your Indian subsidiary correctly across both company law and FEMA, and keeps it compliant.

• We advise on the right structure and the applicable FDI route for your sector
• End-to-end incorporation, including handling the parent's apostilled documents
• FEMA and RBI reporting — FC-GPR on allotment and the annual FLA return
• PAN, TAN, GST, and the post-incorporation set-up (bank account, INC-20A)
• Transfer-pricing documentation and ongoing corporate and FEMA compliance
• Scope, deliverables, and fees agreed in writing up front

• Can a foreign company own 100% of an Indian subsidiary?

  Yes, in most sectors under the automatic route. Some sectors require government approval or carry ownership caps — we confirm the position for your sector.

• Do I need an Indian resident director?

  Yes. At least one director of the company must be resident in India.

• How is a subsidiary different from a branch or liaison office?

  A subsidiary is a separate Indian company that can carry on full business activity. Branch and liaison offices have restricted activities and need RBI approval.

• What RBI filings apply?

  Allotment of shares to the foreign investor is reported in Form FC-GPR within 30 days, and an annual FLA return is filed, among other FEMA filings.

• Do audit and transfer pricing apply?

  Yes. A statutory audit is mandatory every year, and transfer-pricing documentation applies to transactions with related parties abroad.

• How long does it take?

  Typically about 2–4 weeks once the parent company's documents are apostilled and the directors' DSCs are ready, subject to MCA processing. Reporting to the RBI in Form FC-GPR follows once the share capital is received.