StampMitra - Digital LegalTech, Virtual Office & Compliance Platform

Indian Subsidiary Company Registration for foreign parents

Indian subsidiary registration lets a foreign company operate in India through a separate Indian company, usually a private limited company. The company is incorporated on the MCA portal through SPICe+, and the foreign investment into it is governed separately by FEMA and the FDI policy. We help with the incorporation and the documents, and flag what needs reporting to the RBI.

What an Indian subsidiary is

An Indian subsidiary is a company incorporated in India under the Companies Act, 2013 whose parent is a foreign entity. A company is a subsidiary because of control, either over the composition of its board or through more than half of the voting power, not only because of the percentage of shares held. In practice it is usually a private limited company, and it can be wholly owned by the parent or owned in majority.

What you need for an Indian subsidiary

At least 2 directors: A minimum of 2 directors. At least one director must be resident in India under the Companies Act, meaning 182 days or more in India in the financial year (in proportion in the first year). The resident director does not have to be an Indian citizen.

  • At least 2 directors
  • At least 2 members
  • No minimum capital under the Act
  • A registered office in India
  • An open route for your sector
  • Properly attested foreign documents

Subsidiary, branch or liaison office, or LLP

The routes a foreign business usually compares. Branch, liaison and project offices are separate services that go through the RBI and an authorised dealer bank.

  • Indian subsidiary
  • Branch, liaison or project office
  • Limited liability partnership

What the government charges, and what drives it

The company-law charges follow the same schedule as for a private company. We do not print a single figure because the amounts depend on your authorised capital and your state, and we confirm each one before we file.

  • Name reservation (SPICe+ Part A): MCA
  • MCA filing fee for SPICe+ Part B: MCA
  • Stamp duty on the MOA and AOA: State government
  • PAN and TAN: Income Tax Department through MCA
  • Notarisation, apostille or consular fees: Authorities in the parent's country
  • Bank charges for the foreign remittance: Authorised dealer bank

Documents required

Choose the group that matches each applicant.

  • Certificate of incorporation of the parent
  • Constitution of the parent
  • Board resolution of the parent
  • List of directors of the parent
  • Latest financial statements of the parent

How it works step by step

The company-law sequence on the MCA portal, followed by the foreign-investment steps.

Timeline, validity and ongoing filings

We have no official approval time to quote, and the time taken depends heavily on how soon the foreign documents are attested, so we do not promise one.

  • Reserved name: 20 days
  • First auditor: Within 30 days of incorporation
  • INC-20A: Within 180 days of incorporation
  • Reporting the inflow and the share allotment to the RBI: Shares within 60 days of receiving the money; FC-GPR within 30 days of allotment
  • Annual return on foreign liabilities and assets (FLA): Every year
  • Annual company filings: Every year

Your first company-law deadlines

Enter the incorporation date on your certificate.

What we check before we file

These are the usual causes of a returned or delayed application, based on common filing practice rather than an official list.

  • Foreign documents are notarised and apostilled or consularised, and names and signatures match across them
  • The passport address of a foreign director matches the address proof, or the proof is attested separately
  • At least one director is resident in India under the Companies Act (182 days or more in the financial year)
  • A director who is a citizen of a land-border country has Home Affairs security clearance
  • The sector and the parent's country are checked against the FDI policy before any money moves
  • The inflow and the share allotment are reported to the RBI on time

What StampMitra does for you

StampMitra is a filing assistance platform. We are not the government, the RBI or a law firm.

  • End-to-end company setup
  • FEMA and FDI guidance
  • Apostille assistance
  • Ongoing compliance support

How it works

  1. Check the FDI route Confirm that your sector and the parent's country allow the investment and whether approval is needed.
  2. Get Digital Signature Certificates Directors obtain Class 3 DSCs to sign on the MCA portal.
  3. Reserve the company name Propose up to two names in SPICe+ Part A.
  4. File SPICe+ Part B Submit the directors, subscribers, authorised capital, registered office and attested foreign documents.
  5. Receive the Certificate of Incorporation The Registrar issues the certificate with the CIN, with PAN and TAN.
  6. Bring in the investment and report to the RBI Receive the share subscription money through the bank and report the inflow and allotment to the RBI.

Frequently asked questions

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

In sectors where foreign investment is allowed without prior approval, yes. Some sectors cap foreign ownership or need government approval, and investors from certain countries need approval. We check your sector and country first.

How is a subsidiary defined?

A company is a subsidiary of another when the other controls the composition of its board or holds more than half of its voting power. It is control, not only the percentage of shares.

Do I need a director who lives in India?

Yes. At least one director must have stayed in India for 182 days or more in the financial year (in proportion in the first year). The resident director does not have to be an Indian citizen.

How many shareholders does the subsidiary need?

At least two. A wholly owned subsidiary needs a second member, and we advise on how that is arranged.

Is there a minimum capital?

The Companies Act sets none. Sector rules, FEMA pricing rules and your own business plan may still decide how much you invest.

What must be reported to the RBI?

The receipt of the foreign investment and the allotment of shares to the parent. Shares are allotted within 60 days of receiving the money and FC-GPR is reported on the RBI portal within 30 days of allotment. We confirm the current time limits from the RBI directions.

Do the parent's documents need an apostille?

Documents issued in a Hague Convention country are normally notarised and apostilled. Those from other countries are consularised. We tell you which attestation each document needs.

Is there an annual return to the RBI?

Yes. Companies that have received foreign investment file an annual return on foreign liabilities and assets (FLA) with the RBI.

How is an Indian subsidiary taxed?

It is a separate Indian company and a separate taxpayer. We do not quote tax rates here because they and their conditions change, so confirm them with your CA.

Does transfer pricing apply?

Yes, where the subsidiary deals with its foreign parent or other related parties abroad. We guide you on the documentation that follows.

Should we open a subsidiary or a branch office?

A subsidiary is a separate Indian company. A branch or liaison office is an extension of the foreign company with limited permitted activity. If you only liaise or export, a liaison or branch office may be enough.