Wholly Owned Subsidiary

Company Registration in India

Unlock the potential of India’s markets with your wholly-owned subsidiary. We provide comprehensive legal assistance in establishing a subsidiary company in India, including incorporation, documentation, and compliance.

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$ 1,000/-
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$ 499/- (Prof Fee)
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$ 501 (50%)
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Start Subsidiary Company in Easy 4 Steps

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Fill out the Enquiry form to qualify for a free expert consultation. Receive a call and get a quotation instantly via email and WhatsApp.

Free Consultation

Our advisors will assess your Start-up needs, identify an appropriate business structure, and provide guidance throughout the process.

Online Documentation

We will provide a questionnaire and a List of Documents for Company Incorporation. Our process is Online & hassle-free.

Pay Actual Fee

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Wholly Owned Subsidiary Registration in India

USD 499/-
Approx 15 Days after completing the documentation
The Process of Incorporation of an Indian Subsidiary by a foreign company is 100% online, and there is no need to visit India for this purpose. Get full assistance from our experts!
*** Incorporate Your Company Easily in India With Setindiabiz ***

Comprehensive Legal Services!

Setindiabiz provides comprehensive legal and consultation services for foreign businesses starting operations in India. Our services include advising on incorporation, corporate law, and tax matters. And to provide legal support to the Indian Subsidiary in accounting, tax filing, and payroll and to protect the IPR.

Different Forms of Doing Business in India

India is an open economy that welcomes investors worldwide. The Make in India initiative perfectly aligns with a favourable tax structure of just 15% for manufacturing activities. The legal framework, the  India allows foreign investors to do business in India either as a foreign company by setting up a Liaison, Branch, or Project office in India with prior approval of the RBI or by setting up an independent corporate structure and registering a local company or LLP in India. You can find all the options in the table below.

As a Foreign Company

(With permission of RBI and Central Govt)

Key Points

By setting up Indian Corporate Entity

(registration before ROC)

Key Points


We understand that Indian laws regarding foreign companies can be confusing. However, you don’t need to worry since we are here to help. Our team will analyse your proposed business activities and objectives and suggest the most appropriate business structure for you to conduct business in India. Learn in-depth analysis of India Entry Options.

Setting up Indian Subsidiary of Foreign Companies

India is becoming a popular destination for manufacturing, with the government’s focus on the Make in India initiative. The tax rates for domestic companies engaged in manufacturing activities have been reduced from 30% to 15%, and for all others, it is at 22%. The Indian economy is thriving, and during FY 2022-23 (April 2022 – March 2023), the total foreign direct investment (FDI) received was approximately USD 70.97 billion, which included all forms of FDI inflows such as equity inflows, reinvested earnings, and other capital sources.
Cities like Chennai, Delhi, and Noida are buzzing with foreign subsidiaries, and if you are interested in joining them, we are here to help. Our experts can guide you through the limits, routes, and legalities, and documentation of FDI in your sector and pave your path to a hassle-free incorporation. Let’s explore this dynamic market together.

Benefits of Establishing a Manufacturing Subsidiary in India

Foreign Direct Investment in India (FDI)

Foreign Direct Investment (FDI) plays a crucial role in India’s economy. In general, FDI is permitted in most sectors under the automatic route, which means no specific permission is required from the central government. However, a few sectors have sectoral caps, and investments beyond the specified limit are only allowed with prior approval from the central government. Additionally, FDI originating from countries that share land borders with India needs to be processed under the approval route. These countries include Pakistan, Bangladesh, Bhutan, Nepal, China, and Afghanistan. Read more on Press Note 3 of 2020

Automatic Route of FDI

Government Approval Route of FDI

Checklist for Incorporation of Wholly Owned Subsidiary in India

While setting up a subsidiary company it is Well, let’s understand the minimum requirement with respect to setting up a Subsidiary Company in India as per the Indian Companies Act, 2013.

Parent Company Standing: To set up a subsidiary in India, a foreign company must be an incorporated entity in their home country. The company should provide an incorporation certificate and a resolution passed by the parent company's board of directors, which approves the establishment of a subsidiary in India. This is a mandatory requirement.

Shareholders and Directors: A minimum of two signatories for the parent company is required to represent 100% shareholding and a minimum of two directors are required, with at least one being a resident of India. This resident director ensures compliance with local laws and regulations.

Permitted Activities: Foreign Direct Investment (FDI) regulations outline the sectors in which foreign companies can invest. Some sectors, such as multi-brand retail, trading, or agriculture may require prior approval for specific activities.

Capital Requirements: No minimum capital is required to incorporate a wholly-owned subsidiary in India. However, it is advisable to allocate sufficient capital to support the subsidiary's initial operations and future growth.

Unique Name Selection: Choose a distinct name for your subsidiary that complies with the Companies Act 2013 and is not already registered by another entity. It should be relevant to your brand and resonate with the Indian market.

List of Documents For Indian Subsidiary Company Registration

In order to quickly incorporate a subsidiary company in India, proper documentation plays a crucial role. As the foreign company is also a legal entity and holds shares, we require certain documents of the foreign company, authorised person and director, and proof of the premises where the Indian subsidiary will have its registered office. Please refer to the table below for a list of necessary documents.

Parent Company

  1. Certificate of Incorporation
  2. Memorandum/Articles of Company
  3. Current Address Proof
  4. List of Directors
  5. List of Shareholders

Directors /Authorised Person

  1. Colour Photo
  2. Passport
  3. Residential Address Proof
  4. National ID card

Registered Office

  1. Electricity or Utility Bill of Address
  2. No Objection Letter from the owner of the premises

Note on Address Proof

  • To prove your address, you can provide a bank statement, telephone bill, electricity bill, or any recent utility bill that’s not older than two months. The bill should be in the name of the respective director, authorised person, or shareholder. 
  • For proof of your company’s registered address, you’ll need to provide a utility bill in the owner’s name. You should also submit a No Objection Certificate (NOC) from the premises owner.

Attestation or Legalisation of Foreign Documents

The documents that are signed or executed overseas need to be attested before they can be used for filing with the Registrar of Companies, RBI or any other government department. Such documents include a certificate of incorporation & articles of foreign company, passport and address proof of foreign directors, MOA, AOA, and certain declarations for the Indian subsidiary incorporation. The method of legalisation may vary depending on the location of the documents.
Method of Legalisation Applicability
Notary Public
Applicable in the countries which are part of the Commonwealth. Please refer to the List of Commonwealth Countries to know more.
The apostille is a simplified method of legalising documents for countries that are members of the Hague Convention
Indian Embassy or Consulate
If your country is not a member of the Commonwealth Nations and is also not part of the Hague Convention, then the only option for legalising your documents is to present them to the Indian Embassy for attestation. This option is a last resort and can be exercised in all scenarios.

Incorporation Process of Indian Subsidiary of a Foreign Company

Navigate the step-by-step journey of establishing your wholly-owned company in India. From legal foundations like shareholder structure and director appointments to navigating permitted activities and capital requirements, we’ll demystify the process and empower you to make informed decisions towards a thriving Indian venture. Let’s embark on this exciting adventure!



Parent Company Authorisation

The parent company’s board must approve and authorise a signatory for the incorporation of an Indian subsidiary. The legalisation of the board resolution and POA is required.



Name Approval for Indian Subsidiary

The Indian subsidiary may use either a new name or the parent company name followed by “India”. However, the proposed name must not infringe on someone else’s trademark in India.



Drafting of MOA, AOA & Declarations

The Memorandum and Articles of Association are legal documents that outline a company’s purpose and internal rules. Additional declarations are required for promoters to sign.



Legalisation of the Documents

The MOA, AOA, and declarations signed in a foreign country require attestation or legalisation as explained above. When the signatory visits India on a Business Visa, attestation can be done in India.



Filing of Spice Plus Application to ROC

SPICE Plus is the e-form used for incorporating an Indian subsidiary. Scanned copies of documents are attached, and the form is digitally signed by promoters and professionals.



Issue of Incorporation Certificate

The Registrar of Companies issues a Certificate of Incorporation after a satisfactory review. The certificate provides conclusive proof of the company’s incorporation and includes the CIN, PAN, and TAN numbers.

Frequently Asked Questions

1. What is a wholly-owned subsidiary in India?

A wholly-owned subsidiary in India is a type of company in which a foreign corporation has complete ownership, that is, 100%. This strategy offers several advantages, such as market access, brand control, and flexibility. However, it also requires legal compliance, investment, and local management expertise. It’s important to evaluate both the benefits and complexities before deciding if it’s the right approach for your Indian market entry.

2. How is a subsidiary company in India different from a branch office?

The main difference between a subsidiary and a branch office in India is their legal status and flexibility. A subsidiary is considered a separate legal entity from its parent company, while a branch office is seen as an extension of the parent company. As a result, a subsidiary has its own board, management, and finances, whereas a branch office operates under the parent company’s control. 

In terms of flexibility, subsidiaries have more freedom to operate and adapt to the Indian market, whereas branch offices are more restricted to the parent company’s activities. Finally, the parent company’s liability for a subsidiary’s debts is limited to its investment, whereas in the case of a branch office, liability is not limited.

3. Can a foreign company hold 100% shares in an Indian subsidiary company?

Certainly! According to India’s FDI policy, foreign companies are allowed to hold 100% shares in their Indian subsidiaries in most of the sectors. You can refer to the recent FDI policy to know whether a 100% foreign shareholding is permitted in your sector.

4. What is the significance of the RBI Notification or Press Note for foreign subsidiaries?

The Reserve Bank of India (RBI) issues notifications or press releases that serve as guidelines for Foreign Direct Investment (FDI) limits across various sectors in the country. These notifications specify the permissible limits and modes of FDI, outlining the regulations that need to be adhered to. Businesses and investors can refer to these RBI guidelines to ensure full compliance with the FDI norms of the country. For instance, press note number 3 of 2020 is significant in that it has restricted the inflow of FDI from neighbouring nations such as China.

5. Is there a minimum Indian subsidiary capital requirement set forth by the Government?

Are you concerned about the minimum capital required for incorporating a subsidiary in India? You can relax now! From 2023, the Indian government will no longer mandate a minimum capital requirement for wholly-owned subsidiaries. This means that you have the flexibility to determine the initial financial foundation based on your specific needs and projected growth. However, freedom comes with responsibility. 

Though there is no set minimum, under capitalisation can still pose challenges. It is important to ensure that you allocate sufficient resources to cover initial operations and projected expenses. Remember, having adequate capital can boost investor confidence and project stability. So, while the government doesn’t set a specific number, responsible financial planning is vital for a successful subsidiary journey in India.

6. What's the role of transfer pricing in a subsidiary's operations?

Transfer pricing is a crucial mechanism that safeguards the fairness of transactions conducted between a subsidiary and its foreign parent company. By ensuring that these transactions occur at market rates, transfer pricing effectively prevents any inappropriate profit shifting. This practice helps create a stable and consistent business environment for companies operating internationally, promoting transparency and accountability.

7. How are dividends from an Indian subsidiary taxed?

Shareholders are now required to pay taxes on dividends received from an Indian subsidiary. This change is because the Dividend Distribution Tax (DDT) is no longer in effect. This change ensures transparency and aligns with current tax regulations.

8. Can the name of a subsidiary company in India be identical to its foreign parent company?

Yes, it can be identical to the parent company. However, usually “India” is added at the end to distinguish it from the main thing.

9. What is the primary documentation for the subsidiary company in India?

For incorporation of the subsidiary of a foreign company in India, essential documents include
  1. Memorandum of Association
  2. Articles of Association
  3. Consent of Directors.
  4. Board Resolution from the Parent Company.
Note that if these documents originate from a foreign country, they require proper legislation to ensure compliance and authenticity.

10. What is the timeline for setting up a subsidiary in India?

The timeline for setting up a subsidiary in India may vary based on the accuracy of the application filed and documents submitted. However, it usually takes approximately 15 to 25 days.

11. Are there sector-specific restrictions for setting up a subsidiary?

Certainly! In various sectors, such as defence, telecom, and banking, there are specific caps on Foreign Direct Investment (FDI). It’s highly crucial to refer to the latest FDI policy to obtain precise and up-to-date information regarding these caps. Staying informed about the policies governing FDI in different sectors can help ensure compliance and make informed business decisions.

12. Does a subsidiary company in India need to adhere to Indian accounting standards?

Indeed, a subsidiary company in India is required to comply with Indian Accounting Standards. Additionally, these subsidiaries are subject to audit in accordance with the regulations set out by the Indian authorities. By complying with these standards and undergoing audits, subsidiaries can ensure transparency, accountability, and compliance with Indian regulatory requirements.

13. Is there a need for an Indian resident director for a subsidiary?

Yes, according to the regulations, at least one director of the subsidiary company is required to be a resident of India. The director needs to have lived in the country for more than 120 days in the last financial year.

14. What are the provisions related to post-tax repatriation of profits from India?

Indeed, post-tax profits are eligible for remittance. However, it is important to note that repatriation of profits is subject to withholding tax. The rates of withholding tax can change depending on the Double Tax Avoidance Agreement (DTAA) between India and the relevant country.

15. Can Indian subsidiaries of foreign companies change their objective post-registration?

When a subsidiary company operating in India expands its business, it is crucial to make changes to its primary activities. This requires modifying the Memorandum of Association. Additionally, obtaining necessary approvals or permissions is also imperative. Ensuring that the subsidiary complies with laws and regulations is crucial for it to thrive in a changing business environment.

16. Is FDI allowed for retail subsidiary registration in India?

As per the latest FDI regulations in India, 100% FDI is allowed in single-brand retail trading under the automatic route. However, for multi-brand retail trading, FDI is subject to certain conditions and requires government approval.

17. Where can I set up my subsidiary company with Setindiabiz’s assistance?

We assist in setting up subsidiary companies throughout India.