CORPORATE LEGIT

Legal Advisors

Registering a wholly owned subsidiary company in India

MNC's or Foreign Companies who choose to operate in more than single country can
operate its business through a wholly owned subsidiary. Wholly owned subsidiaries can
be called as those companies in which Parent Company owns all the shares of the
subsidiary which gives access to the parent company to select a board of directors of the
subsidiary or control the subsidiary. Wholly owned subsidiaries can also be a part of a
different industry.
The subsidiary company is a company which can be incorporated by accessing the most
of shares of the company (more than half) or either by way of controlling the
composition of a board of India.
These type of companies can be called as a private limited company in India. They are
recognised as Indian companies under the Income Tax Act, and they are also eligible for
the deduction and exemption benefits like other Indian companies.

Advantages of Incorporating Wholly Owned Subsidiary or Indian Subsidiary

Brand Name
It provides the benefits to both parent company and as well as to the subsidiary
company.
Control
Benefit to a parent company who can execute strategic control over its subsidiary
company.
Common financial system
It provides a benefit of cost synergies by using a common financial system, sharing the
administrative cost and other expenses between parent & subsidiaries.
Limited Liability
There is a limited liability for both the companies.
Global Strategy
It provides protection and security to the company’s trade secrets, expertise and
technical knowledge along with the control over the operations.
A foreign company can incorporate a wholly owned subsidiary in India after considering
all the benefits tied with it.

Head Office: A#22, Office 308, Sector 3, Noida , UP 201301, Delhi NCR, India
Branch Office: B-3, Express Green, Sector -3, Vaishali, Ghaziabad, U.P 201010, India
Mail: info@corporatelegit.in Contact: +91-999 060 7535, +91-828-710-9061
 CORPORATE LEGIT
Legal Advisors

Incorporation of wholly owned subsidiary for Foreign Company

Sl No. Particulars Form to be filed Docs require

with Registrar of
Companies/regul
atory authorities

1. Name RUN
Availability 1. Board Resolution from Holding Co
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.
2. Digital Signature Agency 1. ID proofs of promoters/directors; any one
Signature form of the followings:
Driving License/Passport/UID/Voter ID
2. Address proof any one of the followings:
Bank statement/mobile bill/telephone
bill/electricity bill(or utility bill not older than
two (2) months)
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.
3. Incorporation SPICE form DIR 2(consent of directors)
application INC 9(declaration of promoters)
Main objects to be given in Memorandum
Memorandum and
MOA and AOA subscribers sheets
Articles of
Note: All the above documents for foreign
Association
citizens and non-residents should be notarized
and consuralized or apostilled by the
competent authority, as the case may be.
4. Registered INC 22 1.NOC of the owner of the premises
office 2. copy if Utility Bill
3. Rent Deed/Lease Deed
5. Capital Spice Form There is no minimum capital requirement in
requirement India, generally we incorporate foreign
subsidiaries from INR 1,00,000.
As capital to be remitted from holding’s
company bank account to Indian Subsidiary.
6. Company Certificate of
incorporation incorporation issued
by ROC

6. Bank account Submit documents 1. Certificate of incorporation issued by ROC

opening with Bank to 2. MOA
activate the account 3. AOA
4. Directors Address/id proofs

Head Office: A#22, Office 308, Sector 3, Noida , UP 201301, Delhi NCR, India
Branch Office: B-3, Express Green, Sector -3, Vaishali, Ghaziabad, U.P 201010, India
Mail: info@corporatelegit.in Contact: +91-999 060 7535, +91-828-710-9061
 CORPORATE LEGIT
Legal Advisors

Post Incorporation Compliance for capital infusion in company

Foreign Investments in Indian Companies are regulated by FEMA Guidelines and the
Reserve Bank of India. Whenever the holding company invests funds in the share capital
of the Indian subsidiary, it has to follow RBI guidelines along with compliances under
Companies Act 2013.

RBI Compliances:

A two-stage reporting procedure is to be followed when a company is raising funds from

a foreign investor:

 On receipt of funds: The Company has to provide details in an “Advance Reporting

Form” to the RBI within 30 days of receiving funds from foreign investor(s).
 The company has to issue shares within 180 days from the date of receiving funds.
 On allotment of shares: The company has to report in specified form (FC-GPR) to
the RBI, within 30 days from the date of issue of shares along with:

– A Certificate from the Company Secretary certifying that the company has complied
with the procedure for issue of shares as laid down under the Foreign Direct Investment
(FDI) Scheme, and,

– A certificate from a Chartered Accountant indicating the manner of arriving at the price
of the shares issued to the foreign investors.

In addition to this following registration would be require-

1. GST(Goods and Service Tax) Registration

2. Shop and Establishments Registration

3. FSSAI(Food Safety and Standards Authority of India) registration(if

applicable)

4. Drug License for Pharmaceutical products

5. Any other industry specific license or registration.

Please feel free to contact us for any further query.

Thanking you
Team Corporate Legit
info@corporatelegit.in

Head Office: A#22, Office 308, Sector 3, Noida , UP 201301, Delhi NCR, India
Branch Office: B-3, Express Green, Sector -3, Vaishali, Ghaziabad, U.P 201010, India
Mail: info@corporatelegit.in Contact: +91-999 060 7535, +91-828-710-9061