India Subsidiary Registration for Foreign Companies
Incorporation of your wholly owned subsidiary or joint venture, including name approval, PAN and TAN, bank account opening, share issue to the parent and FC-GPR filing.
150+ Subsidiaries Incorporated · Parent Companies from 10+ Countries · Since 2016
We Set Up Your Indian Subsidiary, End to End
An Indian subsidiary is a private limited company owned by your parent company. It can hire staff, sign contracts, invoice customers and bill your parent, with its liability kept separate from yours. The FDI route check, the SPICe+ forms and the post-incorporation deadlines are set out further down this page.
AU Corporate handles the whole registration from India: structure, filings, bank account, share issue and the RBI reporting. You sign a handful of documents in your own country, and we do the rest.
You Get
- A registered Indian private limited company with its Certificate of Incorporation
- PAN and TAN, and GST registration where needed
- An Indian bank account with your share capital received
- Shares issued to your parent, with share certificates
- Foreign investment reported to the RBI in Form FC-GPR
Documents Required to Register an Indian Subsidiary
The six documents and details we need from the parent company. We send a checklist for your country, so documents are authenticated correctly the first time.
Board Resolution
Approving the subsidiary, the investment amount, the directors and an authorised representative.
Parent Company Documents
Certificate of incorporation, charter documents and proof of registered address.
Director and Shareholder Details
Passport, address proof, email and mobile for each director and the nominee shareholder.
A Resident Director
At least one director who stays in India 182 days or more in the year. Don't have one? We can provide a professional resident director.
An Indian Office Address
Your own leased office or co-working space, or our registered office service if you don't have premises yet.
Share Capital
Remitted from abroad to the new company's Indian bank account once it is opened.
How AU Helps, in Five Steps
We prepare the Indian filings while your documents are being authenticated, so the two don't hold each other up.
Plan
Confirm the FDI route, capital, directors and company name options.
Documents
Draft everything and guide you through signing and authentication.
Incorporate
Digital signatures, name approval and incorporation with PAN and TAN.
Bank and Capital
Open the bank account and receive the share capital from your parent.
Shares and FC-GPR
Issue shares and report the investment to the RBI within 30 days of allotment.
What's Included in the Package
One all-inclusive price of USD 750–1,000, with a fixed quote confirmed before we start.
Not included: notary and apostille fees in your country, courier costs, and compliance after incorporation. Government fees and stamp duty vary by state and share capital, so larger capital or some states cost more.
Step Zero: Can Your Parent Invest Under the Automatic Route?
Before any form is filed, we check how the foreign investment rules apply to your business. That decides whether you can incorporate straight away or need government approval first.
India's FDI policy and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 sort every business activity into one of three groups. Most of what foreign parents set up in India (software and SaaS development, IT-enabled services, consulting, engineering, manufacturing, trading on a wholesale or cash-and-carry basis, and captive or global capability centres) falls under the automatic route with 100% foreign ownership allowed. You can incorporate and receive the capital without any approval; the investment is simply reported to the Reserve Bank of India afterwards.
| Route | What it means | Typical examples |
|---|---|---|
| Automatic route | No prior approval. Incorporate, receive capital, report on the RBI's FIRMS portal. | IT and software services, SaaS, consulting, most manufacturing, wholesale trading, R&D centres |
| Government route | Approval from the relevant ministry through the Foreign Investment Facilitation Portal before shares are issued. | Sectors above their automatic-route cap (for example parts of defence, broadcasting and print media), multi-brand retail |
| Prohibited | Foreign investment is not allowed at all. | Lottery, gambling and betting, chit funds, Nidhi companies, real estate business and farmhouses, trading in TDRs, manufacturing of tobacco products |
The SPICe+ Incorporation Filing, Form by Form
Indian companies are incorporated online on the Ministry of Corporate Affairs (MCA) portal through one integrated web form, SPICe+ (INC-32). It bundles what used to be ten separate registrations.
| Form | What it does | Who signs |
|---|---|---|
| SPICe+ Part A | Reserves the company name. You can propose two names; an approved name is held for 20 days. | Filed by us |
| SPICe+ Part B | Incorporates the company and allots Director Identification Numbers (DIN) to up to three new directors, plus PAN and TAN. | Directors and subscribers, by digital signature |
| e-MoA (INC-33) | The Memorandum of Association: name, registered state, objects and capital. | Subscribers (the parent and the nominee shareholder) |
| e-AoA (INC-34) | The Articles of Association: the internal rules, including share transfer and board powers. | Subscribers |
| AGILE-PRO-S (INC-35) | Applies for GSTIN (optional), EPFO and ESIC registration, professional tax in some states, and the company's bank account. | A director |
| INC-9 and DIR-2 | Declarations by the subscribers and the consent of each director to act. | Each subscriber and director |
Every person who signs needs a Digital Signature Certificate (DSC). Foreign directors and the parent's authorised signatory get one through a licensed certifying authority after a short video verification and an authenticated copy of their passport and address proof. We run the DSC applications while your documents are being apostilled, so they are ready the day the forms are.
The MCA charges no filing fee under SPICe+ for a company with authorised capital up to INR 15 lakh. Above that, a filing fee applies on a sliding scale. Stamp duty on the MoA, the AoA and the share certificates is set by each state and is the main reason government costs vary from one state to another.
Structure Decisions We Settle Before Filing
Shareholders: the parent plus a nominee
A private limited company needs at least two shareholders. Most foreign parents hold all but one share directly and place the last share with a nominee: an affiliate company or an individual who holds it on the parent's behalf. The nominee and the parent sign declarations of beneficial interest (Forms MGT-4 and MGT-5) and the company reports them to the Registrar in Form MGT-6, so the subsidiary remains wholly owned in substance.
Directors: at least two, one resident
The board needs at least two directors. Under Section 149(3) of the Companies Act, 2013, at least one must have stayed in India for 182 days or more in the financial year; for a newly incorporated company the requirement applies proportionately. Foreign nationals can make up the rest of the board. If no one on your team qualifies, our resident director service fills the seat with a professional who understands the role and its liabilities.
Capital: authorised versus paid-up
India has no minimum capital for a private company. Authorised capital is the ceiling stated in the MoA; paid-up capital is what the parent actually remits. We usually recommend paid-up capital that covers the first six to twelve months of running costs, because a thinly capitalised company ends up funding itself through parent loans, which bring External Commercial Borrowing rules and interest withholding tax with them.
Objects and financial year
The objects clause should describe what the company will actually do, since banks, GST officers and the RBI read it. Every Indian company follows an April to March financial year. A company incorporated between 1 January and 31 March may close its first financial year on 31 March of the following year.
The First 180 Days: What Must Happen After Incorporation
The Certificate of Incorporation starts several clocks running. Missing them leads to late fees or, for FEMA filings, compounding before the RBI. We track each one for you.
| Deadline | What | Law |
|---|---|---|
| Within 30 days | First board meeting | Companies Act, s.173 |
| Within 30 days | Board appoints the first statutory auditor, who holds office until the first annual general meeting | Companies Act, s.139(6) |
| Before receiving capital | Bank account opened and the Entity Master registered on the RBI's FIRMS portal | FEMA reporting framework |
| Within 60 days of receiving capital | Shares allotted to the parent; otherwise the money must be refunded | FEMA (Non-debt Instruments) Rules |
| Within 30 days of allotment | Form FC-GPR reporting the foreign investment, with a valuation certificate and the bank's KYC | FEMA (Mode of Payment and Reporting) Regulations |
| Within 30 days of allotment | Return of allotment, Form PAS-3, filed with the Registrar | Companies Act, s.39 |
| Within 2 months of incorporation | Share certificates issued to subscribers | Companies Act, s.56(4) |
| Within 180 days of incorporation | Declaration of commencement of business, Form INC-20A, confirming subscribers paid for their shares | Companies Act, s.10A |
| By 15 July each year | Annual return on foreign liabilities and assets (FLA) | FEMA |
State-level registrations follow too: the Shops and Establishments licence for the office, professional tax where the state levies it, and GST registration once turnover crosses the threshold or the company makes inter-state or export supplies that need it.
What Usually Delays a Subsidiary Registration
- Name rejections. Names too close to an existing company, LLP or registered trademark are refused. We search the MCA and trademark registers before proposing names.
- Mismatched details across documents. A director's name spelled differently on the passport, address proof and board resolution stops the filing. We check every document side by side before it is apostilled.
- Stale address proof. Address proofs for subscribers and the registered office utility bill must generally be recent, usually not older than two months.
- Capital sent too early or without details. Money remitted before the account exists, or without the company name and purpose, gets stuck. We give your treasury team a payment instruction letter.
- FC-GPR returned by the bank. The usual reasons are a missing valuation certificate, a share price below fair value, or missing KYC from the remitting bank. We prepare the valuation with the allotment, not afterwards.
Subsidiary, Branch Office or LLP: How the Tax and Control Compare
Most foreign companies choose a subsidiary because it is taxed at a lower rate and keeps liability inside India. A branch or LLP suits narrower cases.
| Point | Private limited subsidiary | Branch office | LLP |
|---|---|---|---|
| Income tax | About 25.17% effective under the concessional regime (Section 200 of the Income-tax Act, 2025, previously Section 115BAA) | 35% plus surcharge and cess, as a foreign company | 30% plus surcharge and cess |
| Approval needed | None under the automatic route | RBI approval through an authorised dealer bank | None, but only in sectors open to 100% FDI without conditions |
| Liability | Limited to the subsidiary | The parent is directly liable | Limited to the LLP |
| Getting profits home | Dividends, taxed at 20% or the lower treaty rate | Branch profits remitted without further tax | Profit share, not taxed again in the partner's hands in India |
| Activities | Anything allowed under the FDI policy | Only activities listed by the RBI | Anything allowed for LLPs under FDI rules |
Weighing a branch instead? See our branch office registration service, or a liaison office if you only need a representative presence while you test the market.
Setting Up from Your Country
Documents, authentication, tax treaties and reporting differ by country. Choose yours for a detailed guide.
India Subsidiary Incorporated in 14 Days for a US Longevity Company
A Phoenix-based US longevity company needed its Indian subsidiary incorporated within 15 days. After the ROC approved the proposed name, AU Corporate drafted the incorporation documents the very next day and explained signing and apostille over a video call. The client returned the apostilled documents within 10 days. AU applied for the digital signature certificates (DSC) in parallel, collected the resident director's signatures, filed the SPICe+ form on day 13 and received the incorporation approval email on day 14.
Read the case study →After Setup, We Can Run It for You
Accounting, payroll, GST, TDS, FEMA filings, transfer pricing, secretarial compliance and audit support, from the same team that set up your Indian subsidiary.
Questions Before You Start
For detailed rules, see the guide for your country above.
Written and reviewed by Abhishek Jaiin, Chartered Accountant (All India Rank 44; ICAI Membership No. 544646) · Last reviewed:
This is general guidance based on Indian law and practice as at the date above. It is not advice for your specific case, and rules can change.
How much does it cost to register a subsidiary in India?
Registering a subsidiary in India with AU Corporate costs USD 750–1,000, all-inclusive. The fee covers government fees and our professional fees for a subsidiary with INR 10 lakh share capital. Larger share capital or some states cost more, and we confirm a fixed quote before we start.
How long does it take to register a subsidiary in India?
Registering a subsidiary in India typically takes 4–6 weeks from the day we receive your signed and authenticated documents. Notarising and apostilling documents in your own country is usually the longest step, so we prepare the Indian filings in parallel.
What is included in AU Corporate's subsidiary registration fee?
AU Corporate's subsidiary registration fee includes structure and FDI advice, digital signatures and director IDs, name approval, incorporation with PAN and TAN, bank account opening support, share issue to the parent, share certificates and the FC-GPR filing with the RBI.
What is not included in the price?
The subsidiary registration price does not include notary and apostille fees in your country, courier costs, or compliance after incorporation. Ongoing compliance is available from AU Corporate as a separate fixed monthly or annual package.
Which company in India can help a foreign company set up a subsidiary?
AU Corporate is a CA-led firm, serving clients pan India since 2016, that helps foreign companies from the USA, the UK, Japan, Singapore, Germany, Australia and other countries with company registration in India, from incorporating the Indian subsidiary to running its compliance. We handle name approval, the parent's documents, SPICe+ incorporation, PAN and TAN, the bank account, the share issue and the FC-GPR filing, typically in 4–6 weeks for USD 750–1,000 all-inclusive. For one US client, we incorporated the subsidiary in 14 days.
How does a foreign company register a company in India?
A foreign company registers a company in India by incorporating an Indian subsidiary, usually a private limited company. The parent passes a board resolution and has its documents notarised and apostilled (or legalised, where its country is outside the Apostille Convention), the directors get digital signatures, and a resident director is appointed. We then reserve the name and file SPICe+ with the Registrar of Companies. Once incorporated, the subsidiary opens a bank account, receives the share capital and files FC-GPR within 30 days of allotting shares. Most parents complete the setup in 4–6 weeks without travelling to India.
Is company registration in India different for a foreign company?
Company registration in India works the same way for a foreign-owned company: it is incorporated as a private limited (Pvt Ltd) company under the Companies Act, 2013. A foreign parent has extra steps in the company formation: authenticating its documents, checking that its sector allows foreign investment under the Automatic Route, appointing a resident director, and filing FC-GPR with the RBI within 30 days of allotting shares to the parent.
What should we look for in a firm to register our Indian subsidiary?
When comparing company incorporation services in India, look for a firm led by Chartered Accountants and Company Secretaries that handles the FEMA filings (FC-GPR and the FLA return), not just incorporation. It should be able to provide a resident director if you need one, quote a fixed fee, and run the subsidiary's accounting, tax and ROC compliance afterwards, so one team is accountable from day one.
Can a foreign company own 100% of an Indian subsidiary?
A foreign company can own 100% of an Indian subsidiary in most sectors, under the automatic route with no prior government approval. A few sectors cap foreign ownership or need approval, so AU Corporate checks your business activity against India's FDI rules before you commit.
How many shareholders does an Indian subsidiary need?
An Indian subsidiary needs at least two shareholders. In a wholly owned subsidiary, the foreign parent holds almost all the shares and a nominee, usually a group company or an individual, holds one share on the parent's behalf.
Can we set up a joint venture instead of a wholly owned subsidiary?
A foreign company can set up a joint venture with an Indian or foreign partner instead of a wholly owned subsidiary. Both are private limited companies, so the registration process, timeline and fee are the same; the difference is the ownership split and the shareholders' agreement.
How much share capital should an Indian subsidiary start with?
An Indian subsidiary has no legal minimum share capital. The amount should cover set-up and running costs until the Indian subsidiary earns revenue, and AU Corporate's standard package is priced for INR 10 lakh share capital.
Do our directors need to travel to India to register the subsidiary?
Directors do not need to travel to India to register a subsidiary. Documents are signed and authenticated in their own country and couriered to AU Corporate, although some banks ask for a short video verification of an authorised signatory.
What do you need from us to get started?
To start registering your Indian subsidiary, AU Corporate needs your company details, the proposed directors and shareholders, the planned share capital and an Indian office address if you have one. We then send a fixed quote and a document checklist for your country.
Who authenticates the parent company's documents for India?
The parent's documents are notarised and then apostilled by the competent authority in its home country, for example a Secretary of State in the US. Countries outside the Apostille Convention, such as China, use notarisation, home-country authentication and attestation by the Indian embassy or consulate instead. AU Corporate sends a checklist for your country showing exactly which documents need it.
Does an Indian subsidiary need a resident director?
An Indian subsidiary must have at least one resident director, meaning a director who has stayed in India for 182 days or more in the financial year. The other directors can live abroad.
What if we don't have a resident director?
If you don't have a resident director, AU Corporate can provide a professional resident director at a reasonable cost, so you can register your Indian subsidiary without having someone in India yet.
Can we make our Indian employee a resident director?
An Indian employee can be appointed as the resident director if the employee agrees. In practice many employees prefer not to become directors, because a directorship comes with legal responsibilities under Indian company law.
What does a professional resident director provided by AU Corporate do?
A professional resident director provided by AU Corporate signs the secretarial and statutory documents the subsidiary needs. The resident director has no authority over bank operations or vendor and customer contracts, and does not interfere in running the Indian subsidiary in any way.
What if we don't have an office in India yet?
If you don't have an office in India yet, AU Corporate can provide a registered office address, so you can register the subsidiary before you lease premises.
In which Indian state can we register the subsidiary?
An Indian subsidiary can be registered in any state; the state is decided by the registered office address. Government fees and stamp duty vary by state, so AU Corporate confirms the exact cost once the location is known.
Does AU Corporate help open the subsidiary's bank account?
AU Corporate coordinates the subsidiary's bank account opening with the bank and prepares the paperwork. The parent then remits the share capital from abroad into that account.
When can the subsidiary hire employees?
An Indian subsidiary can start hiring once it is incorporated and its bank account is open. Payroll, provident fund and employee insurance registrations are added as needed, and AU Corporate can run payroll from the first month.
Can AU Corporate run the subsidiary after incorporation?
AU Corporate can run your Indian subsidiary after incorporation, including accounting, payroll, GST, TDS, FEMA filings, transfer pricing, audit support and annual returns. Most of our clients stay with us, so they have one team from setup onwards.
Can AU Corporate take over compliance for an existing Indian subsidiary?
AU Corporate can take over compliance for a foreign company's existing Indian subsidiary. We start by reviewing past filings, fix any gaps, and then manage the monthly and annual compliance going forward.
Does the parent company have to report the Indian subsidiary in its home country?
Usually yes, under its home country's tax and company rules; for example, a US parent generally reports its Indian subsidiary to the IRS on Form 5471. The parent's home-country adviser prepares these filings, and AU Corporate provides the Indian financial statements and figures they need. Our country guides cover the home-country side for each parent country.
Ready to Register Your Indian Subsidiary?
Tell us where your parent company is, your planned share capital and when you want to start, and we'll reply with a fixed quote and a document checklist for your country.
- • Company incorporation and entity selection
- • FDI, FEMA and regulatory guidance
- • Tax, banking and post-incorporation support