Wholly owned subsidiary in India
Wholly Owned Subsidiary Registration in India: Complete Guide for Foreign Companies
Deo & Associates is a Chartered Accountant firm that incorporates wholly owned subsidiaries for foreign companies in India and keeps them compliant afterwards: FDI route check, incorporation, bank and capital inflow, RBI reporting, tax, audit and ROC.
- Established in 2010
- Offices in Noida and Gurugram
- In person and online
How does a foreign company register a wholly owned subsidiary in India?
A foreign company registers a wholly owned subsidiary in India by incorporating a private limited company in which it holds all the shares, with a nominee for the second member where needed, in a sector that allows 100% FDI under the automatic route. The steps are digital signatures, DIN, name approval, the SPICe+ filing with MOA and AOA, PAN and TAN, a bank account, remittance of share capital, FC-GPR reporting within 30 days of allotment and the INC-20A declaration before business starts.
Why Deo & Associates
Why foreign companies choose us for India entry
One Chartered Accountant team for incorporation, FEMA reporting, tax, audit and ROC, so the parent deals with a single adviser
Foreign documents checked before filing, so apostille and notarisation errors do not delay incorporation
A first-year compliance calendar handed over at incorporation, covering RBI, MCA and tax dates
What is a wholly owned subsidiary in India?
A wholly owned subsidiary (WOS) is an Indian company whose entire share capital is held by a foreign parent. In practice it is a private limited company under the Companies Act, 2013. It is a separate legal entity: it can sign contracts, hire staff, lease premises, open bank accounts and own assets, and the parent's liability is limited to its investment.
A WOS suits a foreign group that wants full control, a local entity for customers and employees, and domestic company tax treatment. It is allowed where the FDI policy permits 100% foreign investment under the automatic route. In some sectors approval is needed, and investment from countries sharing a land border with India needs government approval, so the sector and the investor's ownership are checked first.
If you only want to test the market, a liaison office or a branch may be quicker, but they have limits on activity and a higher tax rate on profits. Our companion guide on foreign company registration compares every route.
Guide
Key requirements at a glance
| Requirement | Rule | How we help |
|---|---|---|
| Entity type | Private limited company, with at least two directors and two members | Structure with the parent holding all shares and a nominee for the second member |
| Directors | At least two, with one resident in India for 182 days or more in the year | Identify or arrange a resident director, obtain DSC and DIN |
| Foreign shareholder | A foreign company or person; KYC and corporate papers apostilled or notarised as required | Review and tell you what to apostille before you send papers |
| Sector and route | 100% FDI under the automatic route in most sectors; approval route or prohibition in some | Check the sector and the ownership chain against the FDI policy |
| Minimum capital | No minimum under the Companies Act; banks and activities set practical needs | Size capital for licences, banking and first-year costs |
| Registered office | Address in India with proof and consent | Arrange documents and file the office verification |
| Post-incorporation | Bank account, capital inflow, FC-GPR, INC-20A, auditor, registrations | Run the full checklist and keep the dates |
Compare
Which structure suits you?
| Structure | What it is | Best for |
|---|---|---|
| Wholly owned subsidiary | Indian private limited company with 100% foreign shares | Long-term operations, hiring, contracts, full control |
| LLP with foreign partner | Limited liability partnership where FDI is allowed | Professional or service ventures in eligible sectors |
| Branch office | Extension of the foreign company for permitted activities, with RBI approval | Export, import, consultancy or R&D by the parent |
| Liaison office | Representative office that cannot earn income | Market study and parent liaison |
| Joint venture | Company with an Indian partner and foreign share below 100% | Sectors with caps or local partner needs |
Process
Step-by-step: how we incorporate your subsidiary
Check the FDI route
Confirm that the sector allows 100% FDI under the automatic route, and check the ownership chain for land-border-country investors.
Plan the structure
Fix directors, shareholders, nominee, capital, objects and registered office, and agree who signs what.
Get DSC and DIN
Obtain digital signatures for the proposed directors and apply for Director Identification Numbers.
Reserve the name and file SPICe+
File the SPICe+ form with the name, the MOA and AOA and the declarations, with foreign documents attached.
Receive the certificate
The Registrar issues the certificate of incorporation with the CIN, and PAN and TAN follow with it.
Open the bank account
Open a current account, receive the share capital through banking channels and collect the foreign inward remittance certificate and KYC of the remitter.
Report to the RBI
File FC-GPR through the RBI portal within 30 days of allotment of shares, with the valuation and certificates required.
Start business
File the INC-20A declaration, hold the first board meeting, appoint the auditor and complete GST, Udyam, PF, ESI and IEC registrations as needed.
Documents to keep ready
- Passport and address proof of each foreign director, apostilled or notarised as required
- Certificate of incorporation, charter documents and board resolution of the foreign parent, apostilled
- Photographs, PAN of Indian directors and proof of residence
- Registered office proof, owner's consent and a recent utility bill
- Proposed company names and the main objects of business
- Details of the nominee shareholder and the capital to be subscribed
Common mistakes to avoid
- Choosing a sector without checking whether it is in the automatic route or prohibited
- Delay in apostille, which holds up the whole filing
- No resident director in place at incorporation
- Bringing in capital without the proper bank reporting, which complicates later RBI filings
- Starting business before INC-20A, or missing FC-GPR on time
We review your case and tell you which of these apply before work starts.
Stay compliant
First-year compliance calendar for your subsidiary
Within 30 days
Hold the first board meeting, appoint the first auditor and verify the registered office.
Within 30 days of allotment
Report the foreign investment on Form FC-GPR through the RBI portal.
Within 180 days
File INC-20A after the share capital is paid in, before starting business.
By 15 July
File the annual Foreign Liabilities and Assets return with the RBI.
By 31 October
Certify Form 3CEB for dealings with the parent, where they exist.
After the AGM
File AOC-4 and MGT-7 with audited accounts, DIR-3 KYC by 30 September, and the income tax return.
Dates are the usual statutory dates and can change by notification. We confirm them each year.
Related services
Services that work alongside this
Private Limited Company Registration
Incorporate a Private Limited company with DSC, DIN, name approval, MOA, AOA, PAN and TAN handled for you.
Learn moreForeign Company Setup in India
Set up a wholly owned subsidiary, branch, liaison or project office in India.
Learn moreAnnual Compliance for Private Limited Company
AOC-4, MGT-7, ADT-1, DIR-3 KYC, DPT-3, income tax return and board compliance each year.
Learn moreROC and MCA Compliance
ROC filings, director changes, XBRL, dematerialisation, strike-off and revival of companies.
Learn moreStatutory Audit
Independent statutory audit of companies and LLPs under the Companies Act and LLP Act.
Learn moreGST Registration
Apply for a new GSTIN, add places of business or amend an existing registration.
Learn moreServices
All our CA services
Every service below is available to foreign-owned companies in India.
Private Limited Company Registration
Incorporate a Private Limited company with DSC, DIN, name approval, MOA, AOA, PAN and TAN handled for you.
Learn moreLLP Registration
Form a Limited Liability Partnership with limited liability and lighter compliance than a company.
Learn moreProprietorship Registration
Start a sole proprietorship quickly with GST, Udyam and a current account.
Learn morePublic Limited Company Registration
Register a Public Limited company for larger businesses that plan to raise capital from the public.
Learn morePartnership Firm Registration
Draft a partnership deed and register your firm under the Indian Partnership Act, 1932.
Learn moreStartup Registration
Incorporate your startup and apply for DPIIT recognition for the benefits available to recognised startups.
Learn moreSection 8, NGO and Trust Registration
Set up a Section 8 company, trust or society and obtain 12A and 80G registration.
Learn moreCSR-1 Registration
Register your NGO on the MCA portal in Form CSR-1 so companies can fund your projects.
Learn moreForeign Company Setup in India
Set up a wholly owned subsidiary, branch, liaison or project office in India.
Learn moreMSME / Udyam Registration
Get a free Udyam certificate for loans, subsidies and priority sector benefits.
Learn moreGST Registration
Apply for a new GSTIN, add places of business or amend an existing registration.
Learn moreGST Return Filing
Monthly and quarterly GSTR-1, GSTR-3B, annual returns and input tax credit reconciliation.
Learn moreIncome Tax Return (ITR) Filing
File income tax returns for individuals, professionals, firms, LLPs and companies.
Learn moreTDS Return Filing
Quarterly TDS returns (24Q, 26Q, 27Q), deposit tracking and TDS certificates.
Learn moreIncome Tax Consultancy
Expert advice on assessments, notices, scrutiny and tax-efficient structures.
Learn moreIncome Tax Planning
Lawful tax planning for individuals and businesses, including old versus new regime analysis.
Learn moreGST Refund
Claim refunds on exports, inverted duty structures and excess balances in your electronic ledgers.
Learn moreGST Cancellation
Cancel your GST registration, revoke a cancellation or file the final return.
Learn moreIncome Tax Appeal
Appeal against assessment orders before the CIT(Appeals) and the Income Tax Appellate Tribunal.
Learn moreGST Appeal
Appeal against GST demand and refund orders, with drafting and hearings handled by CAs.
Learn moreStatutory Audit
Independent statutory audit of companies and LLPs under the Companies Act and LLP Act.
Learn moreTax Audit
Tax audit report for businesses and professionals above the prescribed limits.
Learn moreGST Audit and Reconciliation
GST reconciliation (GSTR-9C), health checks and support during departmental audit.
Learn moreAccounting and Bookkeeping
Monthly bookkeeping, payroll support, MIS reports and financial statements.
Learn morePF and ESI Registration
Register your establishment with the EPFO and ESIC, and onboard employees.
Learn morePF and ESI Return Filing
Monthly PF ECR and ESI contribution filing, plus UAN and claim support.
Learn moreAnnual Compliance for Private Limited Company
AOC-4, MGT-7, ADT-1, DIR-3 KYC, DPT-3, income tax return and board compliance each year.
Learn moreAnnual Compliance Filing for LLP
LLP Form 8 and Form 11, income tax return and partner KYC each year.
Learn moreROC and MCA Compliance
ROC filings, director changes, XBRL, dematerialisation, strike-off and revival of companies.
Learn moreVisit us
Our offices in Delhi NCR
Noida Office
1015, Tower B, iTHUM, Sector 62Noida, Uttar Pradesh 201309
Mon to Fri: 10:00 am to 6:00 pm
Saturday: 10:00 am to 2:30 pm
Sunday: Closed
Gurugram Office
1442, Plus Offices, 1st Floor, Landmark Cyber Park, Sector 67Gurugram, Haryana 122101
Mon to Fri: 10:00 am to 6:00 pm
Saturday: 10:00 am to 2:30 pm
Sunday: Closed
FAQ
Wholly owned subsidiary in India: frequently asked questions
How long does it take to set up a wholly owned subsidiary in India?
Incorporation after documents are ready usually takes a few weeks, depending on name approval and the foreign paperwork. Bank account opening and the capital inflow add time, and we plan these together at the start.
Does a wholly owned subsidiary need an Indian director?
Yes. A private company needs at least two directors and at least one must be resident in India, meaning present for 182 days or more in the financial year. Foreign nationals can be the other directors.
Can the foreign parent hold 100% of the shares?
Yes, where the sector allows 100% FDI. A private company needs two members, so a nominee usually holds one share on behalf of the parent, or two group companies hold the shares.
Is there a minimum capital for a subsidiary in India?
The Companies Act sets no minimum paid-up capital. Practical needs such as licences, bank onboarding and first-year costs decide the amount, and sector rules or valuation norms apply to share pricing.
How does the subsidiary send profits to the parent?
Through dividends declared out of profits after tax, paid through an authorised dealer bank with the required documents. Tax is withheld as per Indian law and any tax treaty. Other payments such as royalty or fees need transfer pricing and FEMA compliance.
What compliance does a subsidiary have every year?
Audit, AOC-4, MGT-7, DIR-3 KYC, board meetings and an AGM, income tax return, GST and TDS returns, the RBI annual return and transfer pricing certification for related-party dealings.
Keep reading
Related guides and pages
Foreign company registration in India
Subsidiary, branch, liaison and project office compared.
View pageServiceForeign company setup in India
Our service page for foreign company setup.
View pageBlogWholly owned subsidiary in India: complete guide
A plain-English article on steps, FDI and FEMA rules.
View pageTransfer pricingTransfer pricing firm in Gurgaon
Form 3CEB for dealings between the subsidiary and its parent.
View pageLocationCompany registration in Gurgaon
Incorporate with our Sector 67 team.
View pageLocationCompany registration in Noida
Incorporate with our Sector 62 team.
View pageLaw and compliance
Wholly owned subsidiary in India: which laws apply
Entering India touches company law, foreign exchange law, tax and the FDI policy. This table shows what applies and what it means for you.
| Area | Law or authority | What it means for you |
|---|---|---|
| Incorporation | Companies Act, 2013, section 7 and the Companies (Incorporation) Rules, 2014 | Filing for registration of the company. |
| Resident director and board | Section 149 and section 173 of the Companies Act, 2013 | Resident director and board meeting rules. |
| Commencement of business | Section 10A of the Companies Act, 2013 | Declaration before the business starts. |
| Foreign investment | FEMA, 1999 and the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 | Pricing, reporting and sector rules for foreign investment. |
| FDI policy | Consolidated FDI Policy of DPIIT and Press Note 3 (2020) | Automatic and approval routes, caps and land-border country rule. |
| Transfer pricing | Chapter X of the Income-tax Act, 1961 and the corresponding provisions of the Income-tax Act, 2025 | Arm's length rule for dealings with the parent. |
| Taxation | Income-tax Act, 1961, CGST Act, 2017 and treaty provisions | Tax on profits, GST and withholding on payments abroad. |
Official sources
Last reviewed 30 October 2026. This is general information on the law as we understand it, not advice for your specific case. FDI policy, RBI directions, thresholds, forms and due dates change, so we confirm the current position before we act. Please check the official source for the latest notification.
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