Incorporate Wholly Owned Subsidiary Of Foreign Company In India In Easy Steps

Here is the complete step-by-step process:

1. Structure: A WOS of a foreign company in India is typically incorporated as a Private Limited Company under the Companies Act, 2013. The foreign parent holds 100% shares.

2. Pre-Incorporation Requirements:
- At least 2 directors (at least 1 must be resident in India — stayed in India for 182+ days in previous calendar year)
- At least 1 shareholder (can be the foreign company itself)
- Registered office address in India
- DIN for all directors

3. Step-by-Step:
Step 1: Obtain DSC (Digital Signature Certificate) for all proposed directors
Step 2: Apply for DIN (Director Identification Number) if not already available — via SPICe+ Form
Step 3: Name approval via MCA portal — RUN (Reserve Unique Name) or directly in SPICe+
Step 4: File SPICe+ Form (INC-32) — includes MoA (INC-33), AoA (INC-34), AGILE-PRO (for GST, EPFO, ESIC, bank account) in one integrated form
Step 5: ROC issues Certificate of Incorporation with CIN

4. FEMA Compliance (Critical):
- Foreign investment must comply with FDI Policy and FEMA regulations
- File FC-GPR (Foreign Currency Gross Provisional Return) within 30 days of allotment of shares to the foreign parent
- Report in Annual Performance Report (APR) every year thereafter

5. Authorised Capital: No minimum paid-up capital required, but ensure authorised capital is adequate for planned investment.

6. Documents from Foreign Parent: Board resolution authorising investment, address proof and identity of foreign company — all apostilled/notarised from country of origin.

Menu

Vishal Patil

Aashok Kumar Sharma

Leave a Reply

Recent Topics :

Related Topics :