Foreign Subsidiary Incorporation in India — Complete Setup
Set up your Indian subsidiary the right way. We handle the end-to-end incorporation of an Indian Private Limited Company (Wholly Owned Subsidiary), including PAN, TAN, GSTIN, and the mandatory FDI reporting with the RBI. Built for foreign parent companies looking for a compliant, penalty-free entry into India.
Complex requirements demand bespoke structuring. Schedule a strategy session with a specialized Chartered Accountant.
Why set up a subsidiary in India?
A Wholly Owned Subsidiary (WOS) structured as an Indian Private Limited Company is the most robust, legally recognized, and tax-efficient vehicle for foreign companies expanding into India. It is a separate legal entity from the parent, which ring-fences the parent company from Indian operational liabilities.
- Captive IT / Engineering Centers: Hire Indian engineers compliantly, run payroll, and export software services back to the parent at a 15% transfer pricing markup (zero-rated for GST).
- Market Access: Invoice Indian B2B customers in INR without the friction of cross-border withholding taxes or SWIFT delays.
- Manufacturing: Set up a manufacturing base and take advantage of India's concessional 17.16% manufacturing corporate tax rate (Section 115BAB).
The 5-Step Setup Process
1. Document Preparation & Apostille
Unlike domestic incorporations, a foreign subsidiary requires documents from the parent company (e.g., Certificate of Incorporation, Board Resolution to invest in India, MOA/AOA). These documents must be notarized and apostilled (or consularized) in the parent company's home country. This is the most time-consuming step.
2. Digital Signatures & Name Approval
We obtain Digital Signature Certificates (DSC) for the proposed directors. We then file the RUN (Reserve Unique Name) application to secure your subsidiary's name, which can be identical to the parent company (e.g., "Acme Corp India Pvt Ltd").
3. SPICe+ Filing (Incorporation, PAN, TAN)
We file the master SPICe+ web form with the Ministry of Corporate Affairs. Upon approval, you instantly receive:
- Certificate of Incorporation (COI)
- Company PAN (Income Tax ID)
- Company TAN (TDS Deductor ID)
- Director Identification Numbers (DIN)
4. Bank Account & Capital Infusion
With the COI in hand, you open a corporate bank account with an Authorized Dealer (AD) Bank in India. The foreign parent then wires the initial share capital into this account.
5. FDI Reporting & GST Registration
Within 30 days of receiving the capital, we file the mandatory FC-GPR (Foreign Currency - Gross Provisional Return) on the RBI's FIRMS portal. Failing to do this on time incurs heavy compounding penalties. We also obtain your standard 15-digit GSTIN so you can begin trading.
Post-Incorporation Compliance
Once your subsidiary is live, it must comply with Indian corporate law and tax codes. Batchwise offers comprehensive virtual CFO services to manage this for you.
- Accounting & Payroll: Monthly bookkeeping, statutory audits, and payroll processing (PF, PT, TDS).
- Transfer Pricing: Ensuring transactions between the parent and subsidiary are at Arm's Length (Form 3CEB).
- Tax Filings: Quarterly TDS returns, monthly GST returns, and annual corporate income tax returns.
Related Hubs & Services
Frequently asked questions
Do I need an Indian resident director?
Yes. The Companies Act, 2013 requires every Indian Private Limited Company to have at least one director who has stayed in India for a minimum of 182 days during the financial year. If you do not have an Indian director, you can appoint a Nominee Resident Director.
Can a foreign company own 100% of the Indian subsidiary?
Yes. In most sectors (like IT, software, manufacturing, B2B e-commerce), 100% Foreign Direct Investment (FDI) is permitted under the Automatic Route, meaning no prior government approval is required. The Indian entity is known as a Wholly Owned Subsidiary (WOS).
How long does incorporation take?
The process typically takes 3 to 4 weeks, largely depending on how quickly the foreign parent’s documents (Certificate of Incorporation, Board Resolutions) can be notarized and apostilled in the home country.
What is the corporate tax rate for a subsidiary?
A new Indian Private Limited Company can opt for a concessional corporate tax rate of 25.17% (inclusive of surcharge and cess) under Section 115BAA, provided it foregoes certain specific tax holidays.