A foreign company can incorporate a Subsidiary company in India without obtaining any prior approval from the government of India in most of the sectors, to check whether your business activity is covered under automatic route or not, kindly refer to the attached .pdf files, one is about the sectors in which automatic route is not available while another one is a list of sectors where the automatic route of FDI is allowed but subject to certain conditions. kindly get back to us in case you need assistance on this.
We are discussing on documentation for a scenario where a foreign company wishing to establish an Indian Subsidiary as a private limited company. The documentation can be classified into three categories for easy understanding.
1. Basic Documents of Foreign Company
With respect to holding company, we shall need copies of below-mentioned documents attested by secretary or CEO of the foreign company.
- The foreign company certificate of incorporation,
- Memorandum of Association & Articles of Association or charter
- Current address proof of the foreign company.
- List of shareholders along with their Address, passport No & shareholding
- List of Director Address, passport No & shareholding
2. Promoter of The Indian Company
In India minimum, two persons are required to act as a promoter of the Indian company and have to continue to hold shares until the company is in existence. The foreign company can be one shareholder and there has to be another person / legal entity to hold at-least one equity share so that the number of a promoter is two. In case the promoters are Individuals then they can physically sign statutory documents on their own, however in case of the company is one of the promoters then following documents are required.
- Copy of the board resolution passed at the meeting of the board of directors of the foreign company clearly stating the intention to establish a subsidiary company in India, its proposed name, the person authorised on behalf of the foreign company to represent the same in India and specific mention of the capital structure of the Indian company & how much shares are being subscribed by the foreign company in Indian Company.
- Power of Attorney in the name of authorized representative of the foreign company duly executed by the foreign company
- Copy of Passport of the Authorised Representative of foreign company & another promoter
- Copy of Address Proof of the Authorised Representative of foreign company & another promoter
- Color Photograph of the Authorised Representative of foreign company & another promoter
- Signature on the last page(s) of MOA & AOA of the proposed company, also known as subscriber sheet where apart from other particulars the shares subscribed is also mentioned.
3. Director of the Indian Company
Two directors are needed out of which one shall always be a resident in India. A person which stays in India for more than 182 days during a financial year is known as the resident in India. With respect to directors following documents are required.
- In case of foreign National: Copy of Passport, any government issued address proof and color photograph, All duly attested
- In case of Indian National: copy of Pan Card, Identity proof ( any among Passport / Aadhar Card / Voter ID Card/ Driving License) & address proof (anyone among telephone bill/bank statement/utility bill like electricity, water or gas)
- Signature on statutory forms, declarations, and affidavits.
4. Statutory Forms
5. Attestation Requirements
All documents which have the foreign origin or the signature is placed outside India can be accepted in India only if it is either attested by Indian High Commission / Embassy as the case may be or is Apostille in terms of Hague Convention.
6. Business Visa
In case a promoter or representative of the foreign corporation visits India in person then the documents which he brings in original or the statutory forms on which he signs in India then there are no requirements of attestation /Apostille. However, color copy (two self-attested sets) of passport, business visa, immigration stamp showing date on which the foreign person entered in India is required.
7. Registered Address Proof
The company has to give a physical address to the registrar of companies which shall be referred to as the registered office of the company. With respect to registered address following is
- Premises proof in form of latest Electricity Bill / Water Bill / Telephone Bill / Gas Connection Bill / Property ownership papers / Property Tax Payment Challans etc.
- No Objection Letter from the owner of premises stating that he shall have no objection to registration of a company at the said premises.
Charges: for incorporation of a subsidiary company of a foreign company we charge Rs. 15,000 as our professional fee in case all the directors are Indian, However a sum of Rs. 10,000/- is billed an additional fee for each foreign person/entity involved in the incorporation of a company. The government fee is on actual basis. Service tax @ 15% on professional fee.
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