India’s fast-growing economy, vast consumer base, and skilled talent pool make it one of the most attractive destinations for global businesses. If your company is looking to expand into the Indian market, company registration in India through a subsidiary structure is one of the most effective ways to do it — legally, strategically, and with full operational control.
This guide walks you through everything you need to know about setting up a subsidiary in India, from structure selection to incorporation and post-registration compliance.
What Is a Subsidiary Company in India?
A subsidiary is a separate legal entity established by a foreign or domestic parent company to operate in India. It functions independently under Indian law but remains controlled by the parent company through majority shareholding.
There are two main types:
- Wholly Owned Subsidiary (WOS): The parent company holds 100% of the shares.
- Partly Owned Subsidiary: The parent holds more than 50% but less than 100% of shares, with the rest held by other investors.
Most foreign businesses opt for a Private Limited Company structure when setting up a subsidiary in India — it offers limited liability, a clear governance framework, and is the preferred form for company registration in India under the Companies Act, 2013.
Why Set Up a Subsidiary in India?
- Independent Legal Identity: The subsidiary is a distinct entity, insulating the parent company from liabilities in India.
- Full Operational Control: Unlike branch offices or liaison offices, a subsidiary can carry out a full range of commercial activities.
- Access to Indian Markets: Operate, hire, contract, and invoice locally with a legitimate Indian business entity.
- Better Banking and Compliance Standing: Indian banks and regulators treat registered subsidiaries as standard domestic companies.
- Tax Advantages: Subsidiary companies are taxed at 25% on profits, and various sector-specific incentives may apply.
- Easier Fundraising: A registered Indian entity can raise funding from Indian investors, VCs, and government schemes.
Basic Requirements for Company Registration in India as a Subsidiary
Before beginning the process, ensure you meet these prerequisites:
- Minimum 2 Directors — at least one must be an Indian resident (stayed in India for 182+ days in the previous calendar year)
- Minimum 2 Shareholders — the parent company can hold shares directly
- No Minimum Capital Requirement — though starting with capital sufficient to cover 3 months of operating expenses is advisable
- Registered Office Address in India
- Digital Signature Certificates (DSC) for all proposed directors
- Director Identification Numbers (DIN) for all proposed directors
Documents Required
From the Parent/Foreign Company:
- Certificate of Incorporation of the parent company (notarised and apostilled)
- Board Resolution authorising the subsidiary’s incorporation
- Memorandum and Articles of Association of the parent company
From Directors and Shareholders:
- Passport (for foreign nationals) or PAN Card (for Indian nationals)
- Address proof — bank statement, utility bill, or driving licence
- Passport-size photographs
- Email ID and contact number
All foreign documents must be notarised and apostilled in the country of origin before submission to Indian authorities.
Step-by-Step Process for Setting Up a Subsidiary in India
Step 1: Choose the Right Company Structure
Decide whether to form a Wholly Owned Subsidiary or a partly owned subsidiary. Most foreign companies choose a Private Limited Company for full control and flexibility.
Step 2: Reserve a Company Name
Submit your preferred name through the MCA (Ministry of Corporate Affairs) portal. The name must be unique, not identical to any existing company, and compliant with MCA naming guidelines. A subsidiary may use the parent company’s name with “India” appended to it.
Step 3: Obtain Digital Signature Certificates (DSC)
All proposed directors must obtain a Class 3 DSC from a government-approved certifying authority. This is used to sign and file incorporation documents electronically.
Step 4: Apply for Director Identification Number (DIN)
Each director needs a unique DIN issued by the MCA. This can be applied as part of the SPICe+ form during the incorporation process.
Step 5: Draft MoA and AoA
Prepare the Memorandum of Association (MoA) — which defines the company’s objects and scope — and the Articles of Association (AoA) — which outline the internal governance rules. These are key legal documents for company registration in India.
Step 6: File the SPICe+ Form on the MCA Portal
SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the primary online form for company registration in India. It combines:
- Company incorporation
- DIN allotment
- PAN and TAN applications
- GST registration (optional)
- EPFO and ESIC registration
- Bank account opening facilitation
File Parts A, B, INC-33, INC-34, AGILE PRO, and INC-9 along with supporting documents. Once verified and approved by the Registrar of Companies (RoC), you receive the Certificate of Incorporation (COI).
Step 7: Open a Corporate Bank Account
After receiving the COI, open a current account in the subsidiary’s name with an Indian bank. This can often be done remotely, with internet banking credentials provided to the parent company.
Step 8: Post-Registration Compliance
- Register for GST (mandatory if turnover exceeds ₹20 lakh or for interstate supply)
- Appoint a statutory auditor within 30 days
- Issue share certificates to all subscribers
- Register with FEMA/RBI if foreign direct investment (FDI) is involved
- File FC-GPR with the RBI within 30 days of receiving foreign remittance
Timeline for Subsidiary Registration in India
| Step | Estimated Time |
|---|---|
| Name Approval | 1–2 working days |
| DSC Issuance | 1–2 working days |
| SPICe+ Filing & Processing | 10–12 working days |
| Total Estimated Time | 12–15 working days |
Timelines may vary based on document completeness and RoC workload.
Annual Compliance After Company Registration in India
Once registered, your Indian subsidiary must maintain the following compliances every year:
- File Annual Returns (MGT-7) with the RoC
- File Financial Statements (AOC-4)
- Hold an Annual General Meeting (AGM)
- File Income Tax Returns
- File RBI/FEMA reports if applicable (FC-TRS, APR, FLA returns)
- Maintain statutory registers and books of accounts
Non-compliance can lead to penalties, director disqualification, or company strike-off.
Ready to Set Up Your Subsidiary in India?
FinGuru India specialises in end-to-end subsidiary registration and company registration in India for foreign businesses and parent companies. Our team of experienced CAs and legal professionals handles:
- Complete documentation and MCA filing
- RBI/FEMA compliance for FDI
- GST and tax registration
- Ongoing annual compliance support
- Transparent pricing with zero hidden fees
Start your India expansion journey today. Contact FinGuru India for a free consultation and get your subsidiary registered in as little as 15 working days.
