Starting a wholly owned subsidiary in India stands out as a smart strategic move for foreign companies eager to enter the world’s fifth-largest economy. The incorporation process might feel daunting due to India’s unique regulatory environment.
Foreign companies need careful planning and a solid grasp of local requirements to set up their wholly owned subsidiary in India. The process becomes simple with proper guidance. India’s economic reforms have made foreign investment procedures much more available.
This piece covers everything from choosing the right business structure to managing post-incorporation compliance needs. We’ll also explain why a wholly owned subsidiary may be more suitable than other options, such as branch offices or limited liability partnerships. In addition, you’ll find a clear breakdown of the registration process, along with practical solutions to common challenges. This guidance is especially helpful for anyone looking to understand wholly owned subsidiary compliance in India in a simple and actionable way.
Choosing the Right Business Structure in India
At the time foreign companies enter the Indian market, they face a crucial decision about choosing the right business structure that meets their operational needs. The Indian market offers several options. Each option comes with its own advantages and limitations that will affect your business growth.
Why choose a Wholly Owned Subsidiary?
Most foreign companies prefer a Wholly Owned Subsidiary (WOS) because it offers complete freedom to operate in India. A WOS lets you keep full control over your business operations while protecting you with limited liability.
A WOS lets you conduct unrestricted business activities in various sectors (subject to FDI regulations). Branch offices don’t offer this freedom. Moving profits back to the parent company becomes easier with a WOS, which makes it a better choice for long-term investments.
FDI regulations in India
Now, Government approval is no longer required for Foreign Director investment in India by foreign companies; most sectors are 100% allowed with an automatic route, except for some sensitive sectors like defense, media, telecommunication, retail, etc.
Guide to setup a Wholly owned subsidiary company in India
| Sl No. | Particulars | Form to be filed with Registrar of Companies/regulatory authorities | Documents required |
| 1. | Minimum shareholders & Director | Statutory Requirements | Minimum two (2) shareholders require incorporating a Subsidiary Company in India, one holding company who holds 99.99% shares and 0.1% will be held by a nominee.
Minimum two directors are required on the Board of the Company. As per Indian Companies Act 2013, every company needs a resident director on the board of the company, who resides in India for at least 182 days of a calendar year, he may be Indian or foreign citizen. |
| 2. | Name Availability | Form Spice+ Part A (Reserve Unique Name for the proposed Company) |
Note: All the above documents for foreign citizens and non-residents should be notarized and consuralized or apostilled by the competent authority, as the case may be including documents mentioned in Point no 3 & 4 . |
| 3. | Digital Signature | All incorporation documents to be filed online with Digital sign of Promoters |
Driving License/Passport//Voter ID/Adhar Card (passport is mandatory for foreign nationals)
Bank statement/mobile bill/telephone bill/electricity bill(utility bill should not older than two (2) months) |
| 4. | Incorporation application |
|
DIR 2(consent of directors)
INC 9(declaration of promoters) MOA and AOA subscribers sheets Undertakings Main objects(business activity) to be given in Memorandum |
| 5. | Registered office | Form INC 22 | 1. NOC(No Objection certificate) of the owner of the premises
2. Latest Utility Bill (not older than 2 months) 3. Rent Deed/Lease Deed and photo of Building 4. Photograph of any one Director at the registered address/premise |
| 6. | Capital requirement | Spice Form | There is no minimum capital requirement in India, generally we incorporate foreign subsidiaries from INR 1, 00,000(USD 1500)
As capital to be remitted from the holding company to the Indian company bank account. |
| 7. | Company incorporation | Certificate of incorporation issued by ROC(Registrar of companies) | Corporate Identity Number (CIN) will be issued by ROC. |
| 8. | Bank account opening | Submit documents with Bank to activate the account |
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Conclusion
A wholly owned subsidiary in India gives foreign businesses the most detailed control over their operations in this ever-changing market. The WOS structure provides better advantages over other business models, especially when you have operational freedom and flexible profit repatriation. Many foreign companies find these benefits are worth the complex registration process.
The incorporation process becomes easier to handle with a methodical approach. Each phase needs proper attention to documentation and timing – from name reservation through SPICe+ to post-incorporation compliance. Building realistic timelines for market entry becomes possible by understanding common challenges like document notarization and regulatory approvals beforehand.
Expert guidance and proper preparation play a crucial role in setting up your Indian subsidiary successfully. With the regulatory framework becoming more streamlined for foreign entities, the process is now more accessible. To ensure a smooth start, we recommend seeking specialised support for India entry services, especially during the incorporation and compliance stages.
Foreign companies that properly follow entry requirements can tap into the Indian market’s tremendous potential. Your wholly owned subsidiary can thrive as part of your global operations with the right support and approach. This strategic position in one of the world’s fastest-growing economies can lead to remarkable growth.
Success in establishing an Indian subsidiary requires thorough preparation, realistic timelines, and expert guidance to navigate the complex regulatory landscape effectively.
FAQs
Q1. What are the main advantages of setting up a wholly owned subsidiary in India?
Ans. A wholly owned subsidiary offers complete operational control, unrestricted business activities (subject to FDI regulations), easier profit repatriation, and better local market perception compared to other business structures like branch offices or LLPs.
Q2. How long does it take to register a wholly owned subsidiary in India?
Ans. The registration process can vary, but typically takes 5-7 working days for subsidiary registration and 7-10 working days for a Bank account.
Q3. What are the key post-incorporation compliance requirements for a wholly owned subsidiary?
Ans. After incorporation, you must open a bank account, remit capital under FDI rules, file Form INC-20A within 180 days, submit FC-GPR to RBI within 30 days of share allotment, and obtain necessary licenses like GST registration.
Q4. Do I need an Indian director for my wholly owned subsidiary?
Ans. Yes, you need a minimum of two directors, with at least one being an Indian individual who possesses a valid Digital Signature Certificate (DSC). This is a regulatory requirement for establishing a wholly owned subsidiary in India.
Q5. What common challenges do foreign companies face when setting up a subsidiary in India?
Ans. There is no challenge in setting a subsidiary in India, now it is a hassle free and smooth process. Proper preparation and expert guidance can help overcome these obstacles.
To explore professional support for your India market entry, visit Corporate Legit/ or email : office@corporatelegit.in