Foreign Subsidiary Registration in India: 45 Days to Revenue
Yes, a foreign company can own 100 percent of an Indian subsidiary. The subsidiary is a Private Limited Company incorporated through SPICe+, with the parent as shareholder, one nominee shareholder, at least two directors of whom one is resident in India, and foreign investment reported to the RBI on Form FC-GPR within 30 days of allotment. Krystal7 does all of it on one fixed fee.
Foreign subsidiary registration in India means incorporating a wholly owned subsidiary, almost always an Indian private limited company, with bank account, nominee resident director, FEMA reporting and the ongoing calendar, run entirely online while you stay home. Documents are apostilled in your country, signatures are digital, and every deliverable is fixed-price upfront. The full technical playbook lives in our foreign subsidiary registration guide.
Four moves. Your foreign subsidiary registration process, step by step.
You sign at home
We send apostille-ready templates to your local notary. Nothing expires mid-process because we sequence every document.
We file with the MCA
Name reservation, MoA and AoA drafted for the parent holding structure, then SPICe+ covers incorporation, PAN, TAN, EPFO and ESIC in one filing, with a resident nominee director arranged if you need one.
Bank, capital, FC-GPR
Account opened, your capital lands, shares allotted inside 60 days and reported to RBI inside 30. The deadlines most firms miss.
The calendar takes over
GST, payroll, ROC filings and the July FLA return run on a fixed monthly retainer with one accountable team.
Who qualifies for foreign subsidiary registration in India. And the myths that stall founders.
The real conditions are shorter than most portals make them look. Here is the complete list, plus the two myths we bust on almost every call.
Two shareholders on record
An Indian private limited company needs a minimum of two members. Your parent holds every share except one, and a nominee holds that single share on the parent's behalf, with the nomination papered properly. The result is a wholly owned subsidiary in substance: 100 percent economic ownership and full consolidation in your group accounts.
One resident director
At least one director must meet India's residency test of 182 days of presence in the previous financial year under Section 149(3) of the Companies Act 2013. Neither founder relocates. A locally appointed nominee resident director satisfies the requirement, and we arrange one with a written indemnity and defined, limited authority.
A registered office in India
Every company needs an Indian registered address for statutory mail and MCA records. A compliant virtual or serviced office works at incorporation, which is why it appears as a line item in our pricing table rather than a surprise invoice later.
Myth one: minimum capital. There is no statutory minimum paid-up capital to set up a subsidiary in India as a private limited company. Capitalise for runway, not for a threshold that was abolished years ago. Authorised capital does nudge government fees at the margin, so we size it deliberately, not by template. Myth two: you must fly to India. Every signature is digital, every parent document is apostilled in your home country, and the bank account opens remotely. Zero trips, start to finish.
What a foreign subsidiary in India needs
| Requirement | Rule | How it is met |
|---|---|---|
| Shareholders | Minimum two | The parent and a nominee holding one share for the parent under a declaration |
| Directors | Minimum two, one resident in India for 182 days or more in the previous financial year | Parent's people plus a resident director, often a professional nominee |
| Foreign ownership | Up to 100 percent under the automatic route in most sectors | Sector confirmed against the FDI policy before filing; government route sectors need prior approval |
| Registered office | A physical address in India with proof and the owner's consent | Leased office, a director's address or a virtual office with the right documents |
| Capital | No statutory minimum | Sized to the first year's spend; authorised capital kept at or under ₹15 lakh keeps the MCA fee nil |
| Identifiers | DIN for every director, DSC for every signatory, PAN and TAN for the company | Allotted inside the SPICe+ filing |
| Documents from the parent | Certificate of incorporation, board resolution, constitutional documents, signatory's passport and address proof | Apostilled (Hague countries) or consular attested (others) |
| First RBI filing | Form FC-GPR | Within 30 days of allotting shares to the parent |
Subsidiary vs branch office vs liaison office. Why most founders pick the subsidiary.
India gives a foreign parent three entry vehicles. Only one of them invoices customers, ring-fences liability and scales without asking the RBI's permission first.
| Question | Wholly owned subsidiary | Branch office | Liaison office |
|---|---|---|---|
| Approval route | Automatic route in most sectors, no prior approval | Prior RBI approval through an AD bank | Prior RBI approval through an AD bank |
| What it can do | Any lawful business in its objects: invoice, hire, own IP, raise capital | Only activities the RBI permits, broadly mirroring the parent's business | Representation and market research only. No commercial activity, no revenue |
| Liability | Ring-fenced. Separate legal entity; parent's exposure limited to its capital | Extension of the parent. Parent directly liable for Indian obligations | Extension of the parent. Parent directly liable |
| Tax position | Taxed as an Indian domestic company at domestic rates | Taxed as a foreign company at the higher foreign-company rate (verify current rate) | Earns no income, so generally no income tax, though filings still apply |
| Exit and scale | Cleanest: sell shares, admit investors, buy back | Hard to convert or scale | Must upgrade to a branch or subsidiary before trading |
If you intend to invoice Indian customers, hire a team or hold IP locally, the wholly owned subsidiary in India wins on every line that matters. That is the structure this page, and our fixed-price package, is built around.
Greenfield or brownfield entry
A foreign company enters India one of two ways. Greenfield means incorporating a new Indian company and building from nothing. Brownfield means buying into an Indian company that already exists, by acquiring its shares or subscribing to a fresh issue. The FDI policy treats them differently in a handful of sectors, and the FEMA reporting differs in every case.
| Greenfield | Brownfield | |
|---|---|---|
| What it is | A new Private Limited Company incorporated through SPICe+ with the parent as shareholder | Acquisition of existing shares, or a fresh issue by an existing company, that gives the foreign parent ownership or control |
| Entry route in most sectors | Automatic, up to 100 percent | Automatic, up to 100 percent, with exceptions below |
| Sector exceptions | Defence, broadcasting, print media, multi brand retail and other government route sectors need approval whichever way you enter | Pharmaceuticals: greenfield is 100 percent automatic, brownfield is automatic up to 74 percent and government route above. Similar splits exist in a few other sectors; check the current policy |
| FEMA reporting | FC-GPR within 30 days of the first allotment | FC-TRS within 60 days for a transfer of existing shares, FC-GPR within 30 days for a fresh issue, and a valuation certificate in both cases |
| Pricing rule | Shares issued at face value or above fair value | Purchase price at or above fair value under the pricing guidelines; the seller's tax and the buyer's withholding are separate questions |
| Time to operating | 30 to 45 days after documents | Weeks to months, driven by due diligence and the share purchase agreement |
| What you inherit | Nothing: a clean company | Everything: the target's liabilities, filings, disputes and the FEMA history of its earlier foreign investment |
We see foreign parents choose greenfield nine times in ten, because a clean company with a known compliance history is worth more than a head start. Brownfield makes sense when the target holds a licence, a customer base or a team that cannot be built quickly, and then the due diligence on its FEMA and tax history is the whole game.
The FDI route and tax picture, in five minutes.
Automatic route, most sectors
100 percent foreign ownership is permitted in most sectors with no prior government approval. Your only obligations are reporting ones: FC-GPR within 30 days of allotting shares against your capital, and the annual FLA return each July. We calendar both before the money moves.
Government route, the exceptions
A shorter list of sectors carries caps or needs prior approval; verify your sector against the current consolidated FDI policy before wiring capital. Separately, investment from countries sharing a land border with India needs prior government approval regardless of sector under Press Note 3. We flag both at the discovery call, not after filing.
Tax after incorporation
Your subsidiary is taxed as an Indian domestic company, with a concessional corporate rate regime available on election (verify the current rate and surcharge for your year). GST applies once registered, every transaction with the parent must be priced at arm's length under transfer pricing rules, and dividends repatriate freely after withholding at your treaty rate.
Want the full detail on routes, sector caps and deadlines? It lives in the complete foreign subsidiary registration guide, and the ongoing filings are covered under our FEMA compliance service.
What foreign subsidiary registration in India actually costs. USD 1,200 to 1,700, in writing, before you sign.
Incorporation with Krystal7 runs USD 1,200 to 1,700 depending on your state and structure, and the ongoing compliance retainer starts from USD 300 a month, a genuine floor that scales with scope. Every quote itemises three separate components, because conflating them is where most quotes go wrong.
Government and MCA fees
Identical whichever firm you use. SPICe+ Part A name reservation is INR 1,000, and every government fee is passed through at cost with no markup, shown line by line in the proposal.
State stamp duty
Stamp duty is a state subject, so the same company costs a different amount to incorporate in Delhi, Bangalore or Mumbai. We price it for your chosen state before you sign, not after.
Professional fees
The only component that actually differs between providers, and the figure most firms in this space will not put in writing before a sales call. Ours is fixed, itemised and sent within two business days of the discovery call.
Where you land inside the range depends on the state you incorporate in and the complexity of your structure. See the full fee schedule for current numbers.
What a foreign subsidiary costs
| Item | Band | Note |
|---|---|---|
| Krystal7 fixed fee, setup | USD 1,200 to USD 1,700 | Name search, documents, DSCs, memorandum, SPICe+ with linked forms, FIRMS setup, first FC-GPR, post incorporation calendar |
| Government fees and stamp duty | ₹135 to ₹1,300 at ₹1 lakh authorised capital, depending on the state, plus ₹131 for PAN and TAN | Passed through at cost |
| Digital signatures | ₹1,500 to ₹2,500 per signatory | At market rates |
| Apostille or consular attestation abroad | Varies by country | Paid in the home country |
| Ongoing compliance retainer | From USD 300 a month | Bookkeeping, GST, TDS, ROC, FLA, one named advisor |
The full fee bands are on the pricing page.
Built for founders crossing borders.
One accountable team
Company law, FEMA, transfer pricing and tax under one roof. No three vendors pointing at each other when a deadline slips.
Your timezone, 4-hour response
PST to SGT, your questions get answered inside your working day. A dedicated advisor who remembers the last conversation.
The FEMA layer, handled
FC-GPR inside 30 days, the annual FLA return each July, clean paper for every remittance. The filings that quietly sink cheap setups.
Your corridor has its own playbook. We wrote it.
Apostille chains, currency cost tables and treaty positions differ by home country. Pick yours.
Want the full mechanics first? Read the complete foreign subsidiary registration guide: process, documents, FEMA deadlines and the compliance calendar. Choosing an adviser? Here is how to choose a CA firm for your Indian subsidiary.
Wholly owned subsidiary registration in India. 100 percent yours, in substance and on the balance sheet.
A foreign subsidiary is an Indian private limited company in which your parent holds more than 50 percent of the equity. Hold 100 percent and it is a wholly owned subsidiary, the structure nearly every US, UK, UAE and Singapore parent chooses, because ownership, control and IP stay entirely inside the group.
Minimum capital
No statutory minimum in most sectors. You can incorporate with as little as INR 1 lakh paid up. We recommend remitting 3 to 6 months of projected operating expenses in the first tranche, since every remittance needs its own FIRC and adds to the FC-GPR filing load.
Startup India does not apply
DPIIT Startup India recognition and the Section 80-IAC tax holiday are built around Indian promoter ownership. A foreign controlled subsidiary qualifies for neither, whatever a sales deck told you. Plan the tax structure without them.
Hiring from day 25 to 30
PAN and TAN arrive with the Certificate of Incorporation and EPFO and ESIC come through AGILE-PRO-S, but payroll needs a live bank account to run. Realistically your first hires start between day 25 and day 30.
Ring fenced liability
The subsidiary is a separate Indian legal person with its own PAN, board and filings. The parent's exposure is limited to the capital it invests, unlike a branch or liaison office, which is legally the parent operating in India.
Documents for foreign subsidiary registration. Party by party, nothing expires mid process.
Everything signed outside India is notarised, then apostilled or attested, before the ROC accepts it. Collect in parallel with name approval and the file stays on the 45 day track.
From the parent company
Certificate of incorporation and charter documents, a board resolution approving the India subsidiary and naming the authorised representative, and certified lists of directors and 10 percent shareholders. All apostilled.
From each foreign signatory
Passport copy and a residential address proof under two months old, notarised and apostilled, plus a passport size photo. No India visit or visa is needed for incorporation itself.
From the resident director
PAN, Aadhaar and one address proof. If you do not have your own India resident on the board yet, we arrange a nominee resident director as part of the engagement.
For the registered office
Rent agreement or ownership deed, a no objection letter from the owner, and a utility bill under two months old. A serviced office address works from day one.
Hague Convention countries apostille after notarisation. Everyone else attests at the Indian embassy, which adds a week or two. Anything older than 60 days gets rejected, so date documents last.
Your first 180 days. The deadlines that decide when you can invoice.
A late INC 20A costs the company 50,000 rupees and each officer 1,000 rupees per day up to one lakh, and the ROC can strike off a company that never files it. Our engagement covers every row, then hands off to annual compliance and FEMA reporting.
| Step | Deadline |
|---|---|
| First board meeting | Within 30 days of incorporation |
| First auditor appointed by the board (ADT 1) | Within 30 days of incorporation |
| Bank account opened and share capital remitted | Before FC GPR can be filed |
| Form FC GPR to the RBI | Within 30 days of share allotment |
| Share certificates issued | Within 2 months of incorporation |
| INC 20A declaration of commencement | Within 180 days, before any business or borrowing |
| GST, PF and ESI registrations | As thresholds or contracts require |
| FLA return to the RBI | 15 July every year |
Press Note 3 and naming rules. Two checks to clear before anything is signed.
The land border rule
Investment from a country sharing a land border with India, or from any entity whose beneficial owner sits in one, needs prior government approval whatever the sector. That covers China, Pakistan, Bangladesh, Nepal, Bhutan, Myanmar and Afghanistan, and it pulls in many Hong Kong structures. Approval regularly takes months, so the timeline plans around it. Chinese groups start with our China to India guide.
Naming the subsidiary
Acme GmbH becomes Acme India Private Limited: using the parent name needs a board resolution or no objection letter from the parent, filed with the name application. SPICe Plus Part A reserves the name for 20 days once approved. Check Indian trademarks first, a conflicting mark is the most common rejection reason.
Foreign Subsidiary Registration in India: FAQs from almost every discovery call.
Can our parent company own 100 percent?
In most sectors yes, through the automatic route with no prior approval. The parent holds every share except one nominee share, since Indian law needs two members on record. The subsidiary is wholly owned in substance and consolidates as 100 percent.
Do we need to travel to India at any point?
No. Documents are apostilled in your country, signatures are digital, the filing is electronic and bank account opening is coordinated remotely. The one structural requirement is a director who meets the 182 day residency test, which a locally appointed resident satisfies.
How long does it really take?
3 to 6 weeks all-in. The Indian filing moves in days once documents are complete; the apostille chain at home is the honest pacing item, which is why we start it first.
What happens after incorporation?
The compliance calendar starts immediately: commencement declaration (INC-20A) within 180 days, first auditor within 30 with statutory audit mandatory from year one, FC-GPR within 30 days of allotting your capital, then GST, payroll, ROC filings and the annual FLA return each July, all on one retainer.
Can we take profits back out of India?
Yes. Dividends are freely repatriable to the parent after Indian withholding tax at your treaty rate, service invoices flow at arm's length under transfer pricing rules, and exits by buyback or capital reduction stay open with valuation formalities. Plan repatriation at incorporation and every route stays clean.
Is there a minimum capital requirement?
No minimum is prescribed. Most subsidiaries start between 1 lakh and 10 lakh rupees, sized to fund the first two quarters. Authorised capital can be raised later with Form SH 7.
How do profits reach the parent?
Dividends carry withholding at 20 percent under domestic law, cut to 10 percent under most major treaties including Germany and Japan, with Form 10F and a tax residency certificate. Royalties and service fees are alternative routes with their own withholding, and the transfer pricing file has to support whichever route you use.
What if our country is not in the Hague Convention?
Documents are attested at the Indian embassy or consulate instead of apostilled. Add a week or two to the document phase.
Who keeps the subsidiary compliant after setup?
We do. Payroll, bookkeeping, GST, ROC filings and FEMA reporting run as one fixed fee engagement, so the parent sees one monthly pack.
Can a foreign company operate in India without registering?
No. Until the subsidiary is incorporated with the Ministry of Corporate Affairs and holds its Certificate of Incorporation, it cannot open a bank account, sign a lease, hire an employee or receive foreign investment. There is no informal version of a subsidiary. Registration through SPICe+ is what creates the legal entity.
Is Startup India available to a foreign owned subsidiary?
No. DPIIT Startup India recognition and the Section 80-IAC tax holiday are built around Indian promoter ownership, and a foreign controlled subsidiary qualifies for neither. We flag it because firms still sell this benefit to foreign founders who can never use it.
What happens if we miss the FC-GPR deadline?
Filed within three years, your bank levies a Late Submission Fee of INR 7,500 + (0.025% x A x n), where A is the amount allotted to the parent and n is the delay in years, rounded up to the nearest month. That is a fee, not a penalty. The lakhs scale figures you may have heard apply to a separate penalty for non filing under full RBI compounding. Our FEMA compliance team tracks the date so neither happens.
We started with another firm and it is a mess. Can you take over?
Yes, this is a regular part of our work. We audit what has been filed, what is outstanding and which deadlines are already at risk, INC-20A and FC-GPR are the usual suspects, then propose a fixed price to complete and stabilise the entity.
Can we use a home address as the registered office?
The registered office must be a physical Indian address that can receive statutory notices, with a No Objection Certificate from the property owner. A compliant virtual office works until you sign your own lease.
More questions from foreign parents
Can a foreign company have a subsidiary in India?
Yes. A foreign company can hold up to 100 percent of an Indian Private Limited Company under the automatic route in most sectors, with one resident director on the board and the investment reported to the RBI on Form FC-GPR.
How long does it take to set up a subsidiary in India?
Three to six weeks end to end for a foreign parent, with the apostille chain the pacing item; the SPICe+ filing itself takes one to two weeks once documents are ready.
Does the parent need to travel to India?
No. DSCs, filings and signatures are done remotely; the only physical step is the apostille or consular attestation in the home country.
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