A Singapore company can own up to 100% of an Indian subsidiary in most sectors. The usual route is a private limited company: Singapore documents notarised and apostilled by the Singapore Academy of Law, digital signatures and director IDs, one SPICe+ filing, a bank account, and share capital remitted from Singapore and reported to the RBI. It takes four to six weeks to incorporate. The 1994 tax treaty caps Indian withholding on dividends at 10% for a 25% holder, but since 1 April 2017 India can tax gains on shares acquired from that date, so holding structures need real substance.
This guide is written for the founders, finance directors and operations leads of Singapore companies deciding how to enter India. It follows the order of the decisions: structure, set-up, money, tax, Singapore-side duties, compliance and people. Each section links to a deeper guide. Indian tax law changed on 1 April 2026, when the Income-tax Act, 2025 replaced the 1961 Act; where a form has a new name, we show the new name with the earlier one in brackets.
India subsidiary at a glance
| Item | What to know |
|---|---|
| Typical structure | Wholly owned private limited company under the Companies Act, 2013 |
| Foreign ownership | Up to 100% in most sectors under the Automatic Route; a few sectors have caps or need approval |
| Directors and shareholders | At least two directors and two shareholders; a wholly owned subsidiary uses a nominee or group company as the second shareholder |
| Resident Director | At least one director who has stayed in India 182 days or more in the financial year |
| Minimum capital | None by law; plan 12 to 18 months of costs |
| Registered office | A physical address in India |
| Incorporation filing | SPICe+ with the MoA and AoA, linked to PAN, TAN and other registrations |
| Travel | Not required |
| RBI reporting | Form FC-GPR within 30 days of share allotment; allotment within 60 days of receiving funds |
| Financial year | 1 April to 31 March, which differs from the common 31 December year end of Singapore parents |
| Governing laws | Companies Act, 2013; FEMA, 1999 and the Non-Debt Instruments Rules, 2019; the Income-tax Act, 2025; GST laws |
Why Singapore companies look at India now
Three things shape the decision in 2026: a deepening government partnership, a tax treaty whose share-gains rules changed in 2017, and India's new data protection rules.
- Partnership: India and Singapore moved to a Comprehensive Strategic Partnership in 2024, and the fourth Ministerial Roundtable in August 2026 named green economy, fintech, semiconductors and industrial parks as growth areas. See India-Singapore CECA.
- Treaty: the Third Protocol means gains on Indian shares acquired on or after 1 April 2017 can be taxed in India, so a holding company must show substance. See Using a Singapore holding company.
- Data rules: India's Digital Personal Data Protection Rules were notified in November 2025, with main duties from 13 May 2027, so build the controls now. See Data protection: PDPA and DPDP.
- Capability centres: Singapore headquarters increasingly run captive teams in India, a model covered in Global Capability Centres.
What is specific to Singapore companies
| Tax treaty | India-Singapore DTAA (1994, with protocols and the MLI): 10% on dividends for a 25% holding (15% otherwise), 10% or 15% on interest, 10% on royalties and technical fees |
|---|---|
| Service permanent establishment | More than 90 days of services in a fiscal year, or 30 days for services to an associated enterprise |
| Share gains | India can tax gains on shares acquired on or after 1 April 2017; Singapore has no capital gains tax |
| Tax residency certificate | IRAS certificate of residence, with Form 41 (previously Form 10F) |
| Social security | No agreement; Singapore citizens are exempt from Indian EPF under the CECA |
| Apostille | Singapore Academy of Law, since 16 September 2021 |
| Parent's financial year | Usually 31 December, against India's 31 March |
| Time difference | India is 2.5 hours behind Singapore |
| Court judgments | Singapore is a reciprocating territory under Section 44A CPC; SIAC awards are enforceable under the New York Convention |
| Trade agreement | India-Singapore CECA, in force since 2005 |
| FDI route | Automatic Route in most sectors; Press Note 3 does not apply |
Which structure should a Singapore company choose?
Most choose a wholly owned private limited company. A branch or liaison office needs RBI approval and track-record tests; a GIFT City unit fits financial services; an Employer of Record fits a first pilot.
| Structure | Best for | Key limits |
|---|---|---|
| Wholly owned subsidiary | Sales, development, captive centres | Two directors (one resident), annual audit and ROC compliance |
| Branch office | The parent's own activities such as consultancy or trade | RBI approval; taxed as a foreign company; parent directly liable |
| Liaison office | Market research and liaison | No income or invoicing; RBI approval; costs funded from Singapore |
| LLP | Partnership-style set-ups in eligible sectors | Tax treatment needs review in Singapore and India |
| GIFT City unit | Fund management, fintech and treasury for non-residents | IFSCA licensing; different FEMA and tax rules |
| Employer of Record | First hires without an entity | The EOR is the legal employer; not a long-term substitute |
Full comparison, including whether to hold through a Singapore holding company: Subsidiary, branch, LLP, GIFT City or EOR and Using a Singapore holding company.
How to incorporate, step by step
Eight steps take a Singapore parent from board decision to a compliant subsidiary. The sequence matters because each step feeds the next.
- Check the sector. Match your activity to the FDI Policy to confirm the Automatic Route, and check the owner chain for land-border country ownership.
- Prepare and legalise the Singapore documents. ACRA records, constitution, board resolution and identity papers, notarised and apostilled by the Singapore Academy of Law.
- Choose the Resident Director. An Indian hire, a relocating colleague or an adviser-nominated director.
- Get DSCs and DINs. Digital signatures and director IDs for each proposed director.
- Reserve the name and file SPICe+. The Registrar issues the Certificate of Incorporation with the CIN, PAN and TAN.
- Open the bank account and send the capital. From the parent's own account, after the valuation is ready.
- Allot shares and report to the RBI. Allot within 60 days; file Form FC-GPR within 30 days of allotment.
- Commence business. File INC-20A within 180 days, appoint the auditor and register for GST, provident fund and ESI.
Typical timeline: 4 to 6 weeks to incorporate from complete documents. Deeper guides: Incorporation: who does what and Documents: ACRA, notary and apostille.
How money moves between Singapore and the Indian subsidiary
Money goes in through shares or a loan, and comes out through dividends, fees, royalties, interest and loan repayments. Each route has its own tax, paperwork and Singapore result.
- Going in: equity or compulsorily convertible instruments, priced at or above fair value, with an ECB for loans.
- Reporting in: Form FC-GPR and the annual FLA return by 15 July.
- Coming out: dividends (10% under the treaty for a 25% holder, then possibly exempt in Singapore); fees and royalties priced at arm's length; interest at up to 10% or 15%.
- Paperwork out: Form 145, and Form 146 where a Chartered Accountant certifies the payment.
Related guides: Funding and FEMA and Getting money out of India.
The tax treaty, the CECA and the Apostille Convention
Three agreements matter to a Singapore parent, and they do different jobs: the tax treaty limits withholding and shapes gains, the CECA covers trade, investment and the citizen EPF exemption, and the Apostille Convention removes consular legalisation of documents.
| Agreement | What it does | Key numbers | Guide |
|---|---|---|---|
| India-Singapore tax treaty (1994, with protocols and the MLI) | Caps Indian withholding, sets permanent establishment tests and allocates share gains | Dividends 10% (25% holding) or 15%; interest 10% banks or 15%; royalties and technical fees 10%; services PE after 90 days, or 30 days for services to an associated enterprise | India-Singapore tax treaty, article by article |
| India-Singapore CECA (2005) | Trade, services, investment and movement of people | Singapore citizens exempt from EPF; third review open since 2018 | India-Singapore CECA |
| Hague Apostille Convention (in force for Singapore 16 September 2021) | One apostille from the Singapore Academy of Law replaces consular legalisation | Notary plus apostille; India is a party | Documents: ACRA, notary and apostille |
Tax and transfer pricing: what the Singapore parent should know
An Indian subsidiary pays Indian tax on its Indian profits, and the parent's exposure comes from payments, people, pricing and the way the shares are held.
- Transfer pricing: Indian rules apply with no small-company exemption, even where IRAS accepts a fixed mark-up on routine support services.
- Withholding Tax: payments to the Singapore parent suffer Indian withholding under Section 393 of the Income-tax Act, 2025, reduced by the treaty where the documents are in place.
- Permanent establishment: Singapore staff days and contract authority can create a taxable presence, and the treaty's 30-day test for services to a group company is short.
- Gains: shares acquired on or after 1 April 2017 are taxable in India on sale, while Singapore has no capital gains tax.
Related guides: Transfer pricing, India-Singapore tax treaty, article by article and Getting money out of India.
Singapore law that follows the group into India
Singapore duties do not stop at the border. They shape what the Indian team does and what the Singapore parent must be able to show.
- Tax: territorial taxation, foreign-sourced income exemption for dividends, no capital gains tax, and Pillar Two top-up for in-scope groups.
- Company law: ACRA filings, registers of controllers and director duties.
- Criminal law: the Prevention of Corruption Act reaches acts of Singapore citizens abroad.
- Data: the PDPA limits transfers of personal data to India without comparable protection.
- Regulated firms: MAS outsourcing expectations apply when work moves to a group company in India.
See Singapore parent obligations, Data protection: PDPA and DPDP and Global Capability Centres.
Annual compliance: what the subsidiary files
The subsidiary has monthly, quarterly and annual filings on a 31 March year end, which often differs from the parent's own year end.
| Filing | Frequency | Typical timing | Authority |
|---|---|---|---|
| Statutory audit and financial statements | Annual | Before the AGM | Companies Act |
| Annual General Meeting | Annual | Within 6 months of the year end | Companies Act |
| AOC-4 and MGT-7 | Annual | 30 and 60 days after the AGM | MCA |
| Income tax return and Form 48 | Annual | By the due date; transfer pricing cases later | Income-tax Act, 2025 |
| Advance tax | Quarterly | 15 June, 15 September, 15 December, 15 March | Income-tax Act, 2025 |
| TDS deposit and returns | Monthly and quarterly | 7th of the next month; quarterly returns | Income-tax Act, 2025 |
| GST returns | Monthly or quarterly | 11th and 20th | GST |
| Provident fund and ESI | Monthly | By the 15th | EPFO, ESIC |
| FLA return | Annual | By 15 July | RBI |
| Form FC-GPR | Per share issue | Within 30 days of allotment | RBI |
The maintained version, with the Singapore dates beside it, is in the Compliance calendar.
People: hiring, secondments and share plans
Indian employment is contract and statute driven. Singapore staff on assignment need the right visa, a tax plan and an answer on provident fund.
- Hiring locally: provident fund, ESI, gratuity, the labour codes and state rules. See Hiring in India.
- Sending Singapore staff: visas, OCI, registration and day counts. See Relocating Singapore staff and Singapore employees in India: treaty, EPF and CPF.
- Share plans: Indian employees can receive Singapore parent shares, taxed as a perquisite on exercise.
What it costs and how long it takes
Cost has three parts: one-time setup, recurring compliance and variable items such as transfer pricing and disputes.
- One-time: government fees and stamp duty (by state and authorised capital), professional fees and the valuation.
- Recurring: accounting, statutory audit, GST, TDS, payroll and ROC filings.
- Variable: transfer pricing documentation, tax notices, secondments and legal work.
Indicative setup fee: AU Corporate's fee for setting up the subsidiary is USD 750 to USD 1,000 for share capital up to ₹10 lakh (about S$13,500 at an indicative ₹74.0 per Singapore dollar on 21 October 2026). The costing depends on your plan.
Tell us what you plan to set up and we will prepare a costing and book a call.
Six mistakes Singapore companies make
- Assuming Singapore's lack of capital gains tax follows the shares. India taxes gains on shares acquired on or after 1 April 2017.
- Paying without treaty papers. No residency certificate or Form 41 means withholding at the domestic rate.
- Holding through a Singapore company with no substance. The shell test and principal purpose test can deny benefits.
- Missing the 60-day and 30-day RBI clocks. Late reporting costs fees or compounding.
- Assuming permanent residents share the citizen EPF exemption. The published exemption names Singapore citizens.
- Letting Singapore staff drift into a permanent establishment. Count days and limit contract authority.
More detail: 12 common mistakes.
The full guide series
India-Singapore CECA
What the 2005 agreement gives a Singapore company, and the EPF exemption.
Read the guide →India-Singapore tax treaty, article by article
Rates, permanent establishment, share gains and relief.
Read the guide →Singapore employees in India: treaty, EPF and CPF
The 183-day test and who is exempt from provident fund.
Read the guide →Singapore parent obligations
Territorial tax, exemption of foreign income, ACRA and Pillar Two.
Read the guide →Documents: ACRA, notary and apostille
What the Singapore parent must prepare first.
Read the guide →Incorporation: who does what
The Singapore side and the Indian side, step by step.
Read the guide →Subsidiary, branch, LLP, GIFT City or EOR
Choose the structure for your business model.
Read the guide →Using a Singapore holding company
Treaty benefits, substance tests and the 2017 change.
Read the guide →Funding and FEMA
Equity, ECB loans, valuation and Form FC-GPR.
Read the guide →Getting money out of India
Dividends, fees, royalties and loans to Singapore.
Read the guide →Transfer pricing
Form 48, benchmarking and where India differs from IRAS.
Read the guide →Hiring in India
Contracts, payroll, labour codes and share plans.
Read the guide →Data protection: PDPA and DPDP
Transfers to India and the new Indian law.
Read the guide →Contracts, courts and SIAC arbitration
Enforcing Singapore awards and judgments in India.
Read the guide →Compliance calendar
Indian dates beside the Singapore parent's dates.
Read the guide →Global Capability Centres
Models, pricing, GST on exports and PE risk.
Read the guide →Relocating Singapore staff
Visas, OCI, FRRO and day-count controls.
Read the guide →Selling, restructuring or closing
Options, tax by acquisition date and FEMA steps.
Read the guide →12 common mistakes
And the fix for each.
Read the guide →143 FAQs on setting up an India subsidiary
From pre-incorporation to closure.
Read the guide →How AU Corporate can help
AU Corporate is a New Delhi-based advisory firm, established in 2016, that supports foreign companies at every stage of an Indian subsidiary. We work with Singapore finance teams and advisers so that the Indian and Singapore positions agree.
Set up
Choose the structure and incorporate.
- Entity structuring
- Wholly owned subsidiary
- SPICe+ incorporation
- Bank account support
Fund and FEMA
Bring capital in and report it.
- FEMA
- FC-GPR
- Share valuation
- ECB
Operate
Books, payroll and indirect taxes, with a Singapore reporting pack.
- Accounting and bookkeeping
- GST
- Withholding Tax
- Payroll
- Monthly MIS
- Singapore consolidation support
People and relocation
Hire, pay and relocate your team.
- Employer of Record
- HR services
- Expat visa
- EPF exemption file
Repatriate funds
Move money to Singapore with the paperwork and treaty position in order.
- Forms 145 and 146
- India-Singapore treaty relief
- Dividends
- Royalties and service fees
- Intercompany agreements
Tax and transfer pricing
Keep the India position defensible.
- Direct and indirect tax
- Transfer pricing
- Form 48
- PE review
- CbCR filing (parent-prepared report)
Audit and assurance
Satisfy Indian law and your Singapore auditors.
- Statutory audit
- Internal audit
- Internal financial controls
- GST and tax audit
Legal, disputes and arbitration
Defend your position and protect contracts.
- Tax litigation
- Arbitration support
- Agreement drafting and vetting
Restructure and exit
Scale, reorganise or leave.
- Restructuring
- Mergers and acquisitions
- Due diligence
- Valuation
- Winding up
Scope note: we handle the Indian side. Singapore tax, Singapore company law and Singapore regulatory advice come from your Singapore advisers, and we coordinate with them.
Official sources
Check the rules at the primary sources: Income Tax Department (India), Reserve Bank of India, Ministry of Corporate Affairs, IRAS, ACRA and the Singapore Academy of Law (apostilles).
Frequently asked questions
Can a Singapore company own 100% of an Indian subsidiary?
Yes, in most sectors. India allows 100% foreign ownership under the Automatic Route for most activities. A few sectors have caps, conditions or need approval, and an owner in a country that shares a land border with India can trigger extra approval under Press Note 3, so check both before committing.
Does a Singapore company need to send anyone to India to set up a subsidiary?
No. The filing is online. Directors need Digital Signature Certificates and notarised, apostilled identity documents. Singapore is only two and a half hours ahead of India, so calls with the Indian bank and advisers are easy.
How long does it take to set up an Indian subsidiary from Singapore?
Usually four to six weeks from complete documents, and around twelve weeks to a working bank account, payroll and first filings.
What does it cost to set up a subsidiary in India?
AU Corporate's fee for setting up the subsidiary is USD 750 to USD 1,000 for share capital up to ₹10 lakh (about S$13,500 at an indicative ₹74.0 per Singapore dollar on 21 October 2026). The costing depends on your plan.
What is the withholding rate on dividends from India to Singapore?
Under the treaty, 10% if the Singapore company holds at least 25% of the Indian company's capital and 15% otherwise. Singapore adds no tax withholding on its side. The Indian payer applies it under Section 393 on receipt of the residency certificate and Form 41.
Can India tax the sale of Indian shares by a Singapore company?
Yes for shares acquired on or after 1 April 2017, at full Indian domestic rates since 1 April 2019. Shares acquired before 1 April 2017 remain taxable only in Singapore, unless the seller is a shell or conduit company.
Are Singapore citizens exempt from EPF in India?
Yes, under the CECA, as explained by the Singapore Mission in Mumbai and an EPFO circular of 14 March 2017. No form is required, but the employer should keep a copy of the passport.
Is a Singapore holding company still useful for India after 2017?
Yes, for dividends, financing, neutrality and arbitration. It no longer protects gains on shares acquired on or after 1 April 2017, which India can tax at domestic rates.
Can a Singapore company send personal data to its Indian subsidiary?
Yes, if it complies with the PDPA's Transfer Limitation Obligation, usually through a contract giving comparable protection.
Can a Singapore-seated SIAC award be enforced in India?
Yes. India notified Singapore as a New York Convention territory, so a SIAC award is enforced as a foreign award under Part II of the Arbitration and Conciliation Act, 1996, on narrow grounds.
How should a Singapore parent fund its Indian subsidiary?
Usually through equity or compulsorily convertible instruments, which are FDI. Loans from the parent are ECB and follow separate rules. A mix is common.
How is a dividend from India taxed on its way to a Singapore parent?
India withholds tax at the treaty rate, 10% if the parent holds 25% or more and 15% otherwise, provided the residency certificate and Form 41 are given. Singapore can exempt the dividend under the foreign-sourced income exemption.
Does CECA let a Singapore company operate in India without an Indian entity?
No. To hold property, employ people or contract locally, a Singapore company needs an Indian subsidiary or an approved branch or liaison office, and has to follow FEMA and the FDI Policy.
Sources and how this page is maintained
This guide is based on the Companies Act, 2013, FEMA and the Non-Debt Instruments Rules, 2019, the Consolidated FDI Policy, the Income-tax Act, 2025, the 1994 India-Singapore tax agreement and its protocols (IRAS), the India-Singapore CECA materials of the Singapore Government, and India's Digital Personal Data Protection Rules, 2025. Rules change often. We review this page at least quarterly and show the review date at the top.
Last updated 21 October 2026. General information only, not legal or tax advice. Indian and Singapore rules change often; confirm current requirements before acting.