Doc Summary
Overview
A Foreign Subsidiary Company is an Indian Company incorporated under the Companies Act, 2013, in which a foreign Company holds more than 50% of the share capital. It allows international businesses to establish a presence in India while maintaining control over local operations.
The subsidiary is treated as a separate legal entity in India, enabling smooth business operations, compliance with Indian laws, and full repatriation of profits as permitted under the Foreign Exchange Management Act (FEMA), 1999.
Eligibility / Who Should Apply
- Foreign companies or overseas parent entities planning to expand into India
- Businesses in sectors open to Foreign Direct Investment (FDI)
- Multinational enterprises seeking local production, service, or distribution bases
- International startups and investors entering the Indian market under approved FDI routes
Key Features
- Minimum 2 Directors, one of whom must be a resident Indian
- Minimum 2 shareholders, with at least one foreign shareholder (individual or Company)
- No minimum paid-up capital requirement
- Can be 100% foreign-owned in sectors under the automatic FDI route
- Must comply with MCA, FEMA, RBI, and Income Tax regulations
Step-by-Step Process
- Obtain Digital Signatures (DSC): For all proposed directors.
- Apply for Director Identification Number (DIN): Mandatory for foreign and Indian directors.
- Reserve Company Name: Apply through the RUN (Reserve Unique Name) or SPICe+ service on the MCA portal.
- Prepare Documents: Draft MOA and AOA aligning with Indian and foreign parent Company objectives.
- Incorporation Filing: Submit SPICe+, AGILE-PRO, and supporting documents to the Registrar of Companies (ROC).
- FEMA Compliance: Report foreign investment details to the Reserve Bank of India (RBI) via the FIRMS Portal (Form FC-GPR).
- Certificate of Incorporation: Once approved, the ROC issues the incorporation certificate and CIN (Corporate Identification Number).
Documents Required
From the Foreign Parent Company:
- Certificate of Incorporation and Charter Documents (Apostilled / Notarized)
- Board Resolution authorizing investment in the Indian subsidiary
- Identity and address proofs of foreign directors and shareholders
From the Indian Side:
- PAN and Aadhaar of the Indian director
- Proof of registered office (Rent Agreement / NOC / Ownership Proof)
- Passport-size photos of directors
Timeline
The registration process typically takes 15–20 working days, depending on document verification and cross-border authentication.
Post-Registration Requirements
- Obtain PAN, TAN, and GST registration
- Open a bank account in India for capital infusion
- File Form FC-GPR with RBI within 30 days of share allotment
- Maintain regular ROC, FEMA, and Income Tax compliance
- Conduct annual filings and maintain statutory registers
Penalties for Non-Compliance
- Failure to report foreign investment may attract penalties under FEMA
- Delay in filings may lead to fines under the Companies Act
- Repeated non-compliance can result in restrictions on remittance and investment operations
Kanoons Service
Kanoons Law & Tax Consultants Pvt. Ltd. provides complete assistance for Foreign Subsidiary Company Registration in India, ensuring smooth setup and compliance with all Indian regulations.
Our services include:
- End-to-end guidance on FDI structure and compliance
- Preparation and filing of incorporation and RBI forms
- Coordination for document notarization and attestation
- Assistance in PAN, GST, and bank account setup
- Ongoing compliance support for ROC and FEMA filings
Kanoons ensures your foreign subsidiary is established quickly, efficiently, and in full legal compliance with Indian corporate laws.
Why Choose Kanoons
- Complete online incorporation and compliance handling
- Experience with cross-border documentation and FDI reporting
- Transparent pricing and step-by-step assistance
- Quick turnaround with error-free filings
- Trusted by global investors and foreign companies expanding into India
