Indian Subsidiary Registration

Overview

An Indian Subsidiary is a company incorporated in India in which a foreign company (the parent or holding company) owns a controlling stake. Under the Companies Act, 2013, a company is a subsidiary when the parent controls the composition of its board or holds more than 50% of its total voting power. When the foreign parent holds 100% of the shares, it is called a Wholly-Owned Subsidiary (WOS). The subsidiary is most commonly registered as a Private Limited Company and is treated as a separate Indian legal entity, governed by Indian law while remaining owned and controlled from abroad.

This service is required by foreign companies, multinational groups and overseas entrepreneurs who want to establish a permanent, full-fledged commercial presence in India rather than operating through a branch, liaison or project office. It is the preferred route for foreign investors because it allows the parent to carry on business, sign contracts, hire employees, raise local funds and earn revenue in India through a distinct corporate vehicle.

Registration is required because, under the Foreign Exchange Management Act (FEMA) and Reserve Bank of India (RBI) regulations, foreign investment into India must flow into a properly incorporated entity. In most sectors, 100% Foreign Direct Investment (FDI) is permitted under the automatic route (no prior government approval); restricted or sensitive sectors require approval under the government route. Incorporating an Indian Subsidiary gives the foreign business limited liability, regulatory legitimacy and access to India's large domestic market.

Documents Required

Only PAN Card and Aadhaar Card are mandatory; the rest are optional.

• PAN Card
• Aadhaar Card
• Passport-size Photograph
• Address Proof (Utility / Electricity Bill)
• Bank Statement
• Memorandum of Association (MoA) and Articles of Association (AoA)
• Proof of Registered Office (rental agreement / ownership documents)
• No Objection Certificate (NOC) from landlord
• Certificate of Incorporation of parent company
• Board Resolution of the Parent Company
• Digital Signature Certificate (DSC)
• Declaration by Directors and Shareholders (consent and eligibility)

Business Structure

Foreign companies can establish a presence in India through several structures. An Indian Subsidiary is usually set up as a Private Limited Company, which is the most popular and flexible option for foreign investors.

Common structures:

• Private Limited Company (Subsidiary) – A separate legal entity with limited liability; permits 100% foreign shareholding in most sectors and is suitable for full-scale commercial operations.
• Wholly-Owned Subsidiary (WOS) – A private limited company in which the foreign parent holds 100% of the shares (subject to FDI being allowed at 100% in that sector).
• Public Limited Company – Used by larger ventures intending to raise capital widely; involves higher compliance.

Key structural requirements for a subsidiary:

• Minimum of two directors, of whom at least one must be a resident of India (a natural person who has stayed in India for at least 182 days in the preceding financial year).
• Minimum of two shareholders (the foreign parent may hold up to 100% of shares; an Indian resident shareholder is not mandatory).
• A registered office address in India.
• No statutory minimum capital is prescribed; the capital should be appropriate to the business.

Benefits

Registering an Indian Subsidiary offers a foreign business a secure and credible way to operate in India.

• Separate legal entity – The subsidiary is distinct from its foreign parent and can own assets, sign contracts and sue or be sued in its own name.
• Limited liability – The parent company's liability is generally limited to its shareholding in the subsidiary.
• 100% foreign ownership – In most sectors, 100% FDI is allowed under the automatic route, requiring no prior government approval.
• Access to the Indian market – Enables the parent to sell, manufacture, hire local talent and build a brand presence in one of the world's largest markets.
• Perpetual succession – The company continues to exist irrespective of changes in shareholders or directors.
• Ease of operations and funding – Can open Indian bank accounts, raise local debt and repatriate profits in line with FEMA and RBI rules.
• Credibility – A registered company enjoys greater trust among customers, suppliers, banks and investors than an unincorporated presence.

Eligibility & Requirements

Who can set up an Indian Subsidiary:

• Any foreign company or body corporate, and foreign nationals, may hold shares in an Indian company (subject to applicable FDI rules for that sector).
• The proposed business activity must fall within sectors where FDI is permitted, either under the automatic route or with government approval.

Core requirements:

• Directors: Minimum of two directors; at least one must be a resident of India. Each director needs a Director Identification Number (DIN) and a Digital Signature Certificate (DSC).
• Shareholders: Minimum of two shareholders. The foreign parent can hold up to 100% of the shares where FDI norms allow.
• Registered office: A valid registered office address in India is mandatory.
• Capital: No prescribed minimum capital; the authorised and paid-up capital should suit the intended operations.
• Name: A unique company name approved by the Ministry of Corporate Affairs (MCA).

How to Apply through TaxoSure:
Getting your Indian Subsidiary Registration through TaxoSure is simple, fully online and handled end-to-end by our experts.

1. Visit TaxoSure. Go to taxosure.com and open the Indian Subsidiary Registration service page.
2. Login or Register. Create your free TaxoSure account, or log in if you already have one.
3. Upload your documents. Your KYC documents (PAN & Aadhaar) are auto-filled from your account; upload the remaining documents for the subsidiary as per the checklist on this page.
4. Submit your application. Review the details and submit your application in one click.
5. Talk to our consultant. Our consultant connects with you on WhatsApp / Call to confirm the details, share the pricing and begin the work.
6. Get your Indian Subsidiary registered. Our experts complete the entire incorporation process and deliver your Certificate of Incorporation along with the CIN, PAN, TAN and related documents to you.

Specific timelines, fees and sector caps apply as per current government norms and the prevailing FDI policy.

AGILE PRO Form

The AGILE-PRO-S (Form INC-35) is a linked application filed together with the SPICe+ incorporation form on the MCA portal. It provides a single-window facility so that several registrations are obtained along with company incorporation, rather than applying for each separately.

AGILE-PRO-S stands for the Application for Goods and Services Tax Identification Number (GSTIN), Employees' State Insurance Corporation (ESIC) registration, Employees' Provident Fund Organisation (EPFO) registration, Profession Tax registration, Opening of a bank account, and Shops and Establishment registration.

Registrations covered through AGILE-PRO-S:

• GSTIN (Goods and Services Tax registration) – optional, as required.
• EPFO (Employees' Provident Fund Organisation) registration.
• ESIC (Employees' State Insurance Corporation) registration.
• Profession Tax registration (in applicable states).
• Opening of a bank account for the company.
• Shops and Establishment registration (in applicable states).

For companies incorporated through SPICe+, filing the AGILE-PRO-S form is mandatory, with EPFO and ESIC registration generated as part of the incorporation process and other registrations obtained as applicable to the company's operations and location.

FAQs