Indian Subsidiary of Foreign Company

• Minimum Two Directors Required
  At least one director must be an Indian resident. The other director(s) can be foreign nationals.

• Minimum Two Shareholders
  The foreign parent company can be a shareholder. Individuals can also hold shares.
  (100% foreign shareholding is allowed in most sectors except restricted FDI sectors.)

• Digital Signature Certificates (DSC)
  DSCs are required for all proposed directors (Indian and Foreign nationals).

• Director Identification Number (DIN)
  DIN must be obtained for all directors. If already available, ensure the DIN is active and KYC-compliant.

• Name Approval for the Subsidiary
  The proposed name must not conflict with existing company names or registered trademarks.
  It generally includes the foreign parent company’s brand.

• Charter Documents (MOA & AOA)
  MOA & AOA must be drafted to show foreign company ownership and subsidiary structure.

• Filing of Form INC-20A (Commencement of Business)
  Must be filed within 180 days of incorporation with proof of share capital received from the foreign parent company.

• FDI Compliance & Reporting to RBI
  After the shares are allotted, the subsidiary must file Form FC-GPR with the Reserve Bank of India (RBI) within 30 days.

• Registered Office in India
  A valid proof of address along with NOC from the property owner is required.

1. Documents for the Parent Foreign Company & Its Authorized Representatives

Documents of the Foreign Parent Company:

Certificate of Incorporation of the Foreign Company

Memorandum & Articles of Association (MOA & AOA)

Board Resolution authorizing the incorporation of the Indian Subsidiary

Authorization letter specifying the representative who will sign documents in India

Proof of registered office of the foreign company

All documents must be notarized and apostilled / consularized as per the applicant’s country requirements

Documents of Directors / Shareholders (Foreign & Indian):

Passport (Mandatory for all foreign directors/shareholders)

Address Proof:

Utility Bill / Bank Statement / Driving License / National ID

Recent Passport-size photograph

Digital Signature Certificate (DSC)

DIN for all proposed Directors

PAN is mandatory for all Indian Directors/shareholders

2. Documents for Registered Office Address in India
Documents required for Indian Registered Office:

NOC from the owner of the premises allowing use as registered office

Not older than two months utility bill (Gas / Electricity / Water / Telephone)
showing address of the property

Rent Agreement (if the premises are rented)

If the premises are owned by a director/shareholder, ownership proof such as:

Property Tax Receipt

Sale Deed

Index II

You can easily register an Indian Subsidiary of a Foreign Company with the help of Ofin. The process is summed up in four easy steps as below:

On receiving your request to start an Indian Subsidiary of a Foreign Company, we get in touch with you and collect the necessary details and documents from both the foreign parent company and its authorized representatives.

We file a request for name reservation with the MCA and simultaneously obtain the Class III Digital Signature Certificates for the proposed directors.

On receiving confirmation of name reservation, we apply for incorporation of the Indian Subsidiary. MCA generally takes between 3 to 7 working days to approve the incorporation application, subject to submission of required documents.

On receiving the Certificate of Incorporation, the Indian Subsidiary proceeds to open its Bank Account. After opening the Bank Account, form INC 20A is filed with the ROC to intimate the commencement of business.

Limited Liability Protection
An Indian subsidiary is a separate legal entity from its foreign parent company, incorporated under the Indian Companies Act, 2013. The parent company’s liability is limited only to the extent of its shareholding in the subsidiary. This protects the parent company’s global assets from the subsidiary’s debts, losses, or legal issues in India.

Operational and Strategic Autonomy
An Indian subsidiary can carry out almost any lawful business activity in India, including manufacturing, trading, services, e-commerce, and more. It does not face the activity restrictions that apply to Branch Offices. The foreign parent company can retain complete management and strategic control, especially in the case of a Wholly-Owned Subsidiary.

Favorable Taxation
A subsidiary is treated as a domestic Indian company for tax purposes and may enjoy lower corporate tax rates compared to foreign companies. It can also access tax benefits, incentives, and schemes available to Indian companies under various government initiatives.

Access to the Indian Market and Talent
Incorporating a subsidiary provides unrestricted entry into India’s large consumer and industrial market. It also allows the company to hire India’s skilled and cost-effective workforce for technology, engineering, back-office, and business operations.

Brand and Credibility
A subsidiary enhances the company’s credibility and shows a long-term commitment to the Indian market. Local customers, vendors, and government agencies trust companies that have a registered Indian presence. A subsidiary also provides better protection for intellectual property under Indian law.