Indian Subsidiary Registration in Coimbatore

What is an Indian subsidiary?

An Indian subsidiary is an Indian company in which a foreign company controls the composition of the board or holds more than half the voting power. In practice almost all of them are private limited companies, incorporated exactly like any domestic company, with the foreign parent as the majority or sole shareholder.

The subsidiary is an Indian resident for tax purposes and is taxed as a domestic company, which is materially more favourable than the rate that applies to a foreign company operating through a branch. It can employ people on Indian payroll, sign customer contracts under Indian law, register GST, own the code and IP its team creates, and open its own banking lines.

A subsidiary of a foreign company can still be a private limited company under Indian law, even though the parent may be public in its home jurisdiction. Note though that a company which is a subsidiary of a company that is public under Indian law is treated as public itself — a point worth checking when the Indian entity sits under an Indian intermediate holding company.

Subsidiary, branch office, or liaison office — which should you set up?

A subsidiary is a separate Indian company. A branch office and a liaison office are extensions of the foreign parent itself, established under the FEMA regulations on places of business in India, and both generally need approval through the authorised dealer bank route. A project office is a fourth, narrower option tied to a specific contract.

For most foreign businesses the subsidiary wins on liability, tax rate, and commercial freedom, and the approval friction is lower because most sectors allow investment without prior government permission. A liaison office only makes sense where you genuinely will not earn revenue in India, because it cannot invoice at all.

Does your sector allow foreign investment?

This is the first question, before any name search. Foreign investment in India runs under the Foreign Exchange Management (Non-debt Instruments) Rules, and each sector falls into one of four buckets: permitted up to 100% on the automatic route with no prior approval; permitted up to a cap; permitted only with government approval; or prohibited.

1. 1.Identify the exact activity, and the NIC code you will state in the memorandum
2. 2.Check whether that activity sits on the automatic route, the government approval route, or a sectoral cap
3. 3.Check whether any performance-linked or entry conditions attach to the sector
4. 4.Check the position of the investor’s country — investors from countries sharing a land border with India require government approval, and specified nationalities require prior security clearance
5. 5.Where approval is needed, plan for an application through the government’s foreign investment facilitation process and a materially longer timeline
6. 6.Confirm that the activity is not in the prohibited list, which includes lottery, gambling, chit funds, Nidhi companies, and atomic energy among others
7. 7.Record the conclusion in writing before incorporating, because the objects clause and the reporting both depend on it

Sectoral caps, conditions, and the approval list are revised by press notes and rule amendments, so treat any list you read — including this one — as a prompt to verify the current position for your specific activity rather than as a settled answer.

What are the requirements to register an Indian subsidiary?

1. 1.At least two shareholders — the foreign parent can be one, with a second group entity or an individual holding at least one share
2. 2.At least two directors, and at least one of them resident in India
3. 3.A Director Identification Number for every director
4. 4.A Class 3 digital signature certificate for every subscriber and signing director, including foreign nationals
5. 5.A unique name that clashes with no Indian company, LLP, or registered trademark — a name matching the global group is common but not guaranteed
6. 6.A registered office address in India with ownership or rent proof, a current utility bill, and an owner NOC
7. 7.Apostilled or consularised parent documents, including the certificate of incorporation, charter documents, and a board resolution
8. 8.A named authorised signatory for the parent, with identity proof
9. 9.An objects clause consistent with the activity you cleared against the FDI rules
10. 10.A capital structure and an intended inflow amount — no statutory minimum applies, though banks expect something workable

A maximum of 200 shareholders applies to a private limited company, which is never a constraint for a subsidiary. The genuine constraints are the resident director and the apostille, and both should be started on day one.

Who can be the resident director?

Every Indian company must have at least one director who is resident in India, tested on days of stay in India during the previous financial year. This is not satisfied by a consultant, a company secretary, or a service provider acting informally — it requires an actual appointed director with a DIN and a DSC, who signs filings and carries a director’s statutory duties and exposure.

• Appoint your intended India country manager or first senior hire as a director
• Relocate a parent-company employee to India, provided the days-of-stay test will be met
• Appoint a trusted local partner or co-founder who is already resident
• Engage a professional nominee resident director, understanding that they take on real statutory duties and will expect indemnity and clear boundaries

Start this conversation before anything else. In practice the resident director is the single most common last-minute blocker in a foreign subsidiary incorporation, because everything else can be arranged remotely and this cannot.

Which parent documents need apostille?

Documents executed outside India have to be notarised and then apostilled by the competent authority in the home country. For countries that are not party to the Hague Apostille Convention, the equivalent step is attestation by the Indian embassy or consulate, which usually takes longer.

• Certificate of incorporation of the foreign parent
• Charter, memorandum and articles, or equivalent constitutional documents
• Board resolution authorising the Indian subsidiary and naming the authorised signatory
• Identity proof of the authorised signatory
• Passport of each foreign national who will be a director or subscriber
• Address proof of each foreign director or subscriber, generally not older than two months
• Certified English translation where any document is in another language
• A certificate of incumbency where a counterparty or bank asks for confirmation of the parent’s officers

Apostille timelines vary by country and can take anywhere from a few working days to several weeks. Because every downstream step — DSC, DIN, SPICe+, and the bank account — depends on these documents, this is the item to start first and chase hardest. Indian resident directors need only PAN, Aadhaar, and address proof, with no apostille.

How to register an Indian subsidiary step by step?

1. 1.Confirm the FDI route, sectoral cap, and any investor-nationality condition for your activity
2. 2.Identify the resident director and the second shareholder
3. 3.Get the parent documents and foreign director documents notarised and apostilled
4. 4.Obtain Class 3 DSCs for all subscribers and signing directors
5. 5.Obtain DINs for directors who fall outside the SPICe+ allotment limit
6. 6.Run MCA and trademark searches and file SPICe+ Part A to reserve the name
7. 7.Arrange the registered office address, utility bill, and owner NOC
8. 8.Draft the memorandum and articles with an objects clause matching the cleared activity
9. 9.File SPICe+ Part B with shareholder, director, capital, and office details, and the linked e-MOA and e-AOA
10. 10.File AGILE-PRO-S for GST, EPFO, ESIC, and the bank account request as required
11. 11.Pay MCA fees and state stamp duty and submit with DSC
12. 12.Receive the Certificate of Incorporation with CIN, PAN, and TAN
13. 13.Open the company bank account and register the entity on the RBI FIRMS portal
14. 14.Receive the parent’s remittance, obtain the FIRC and the bank KYC report, allot shares, and file FC-GPR
15. 15.Appoint the first auditor, file INC-20A, and start the compliance calendar

How is capital brought in and reported to the RBI?

Bringing money in is straightforward; reporting it correctly and on time is where subsidiaries get into trouble. The reporting is done through the Reserve Bank’s FIRMS portal, and the filings are the responsibility of the Indian company, not the parent.

1. 1.Register the Indian company on the FIRMS portal and create the Entity Master record
2. 2.Have the parent remit the subscription money through normal banking channels to the company’s account
3. 3.Obtain the Foreign Inward Remittance Certificate and the KYC report from the receiving bank
4. 4.Report the receipt of consideration within the prescribed window where advance reporting applies
5. 5.Obtain a valuation certificate where required, since shares issued to a non-resident must be priced at or above fair value
6. 6.Allot the shares by board resolution within the period the Companies Act allows after receiving the money
7. 7.File Form FC-GPR on the FIRMS portal within 30 days of allotment, through the authorised dealer bank
8. 8.File PAS-3 with MCA for the allotment and update the register of members
9. 9.Issue share certificates within the prescribed time and pay stamp duty on them
10. 10.File Form FC-TRS where shares are later transferred between a resident and a non-resident

Late reporting is a FEMA contravention rather than a simple late fee. It is regularised by paying a late submission fee where that facility applies, and in more serious cases through a compounding application to the RBI. Neither is expensive relative to the investment, but both take time and both show up in diligence — which is why the FC-GPR date is the one deadline to diarise before the money even lands.

How much does Indian subsidiary registration cost?

Statutory fees and stamp duty schedules change, and stamp duty differs sharply between Indian states for the same capital — so all figures here are indicative and confirmed for your state and capital before filing. Ask for the year-two running cost separately: audit, ROC filings, transfer pricing, payroll, and FEMA returns are a recurring number that setup quotes often leave out.

How long does it take to set up an Indian subsidiary?

Plan for roughly four to six weeks end to end, of which the Indian filing is a small part. Apostille of the parent documents is typically the longest single item, followed by DSCs for foreign signatories and then the SPICe+ processing itself. No travel to India is required at any stage for a standard setup.

Add several weeks where the sector requires government approval, since that runs as a separate application before the investment can be made. Add time as well where the resident director is not yet identified, or where the parent’s home country is outside the Hague Convention and consular attestation is needed.

What compliance applies immediately after incorporation?

1. 1.Open the company bank account and register the Entity Master on the FIRMS portal
2. 2.Appoint the first statutory auditor within 30 days of incorporation and file ADT-1
3. 3.Receive the capital, allot shares, and file FC-GPR within 30 days of allotment — see FDI filing with RBI
4. 4.File the commencement of business declaration (INC-20A) within 180 days
5. 5.File PAS-3 with MCA for the allotment and issue share certificates
6. 6.File the significant beneficial ownership declaration where the group structure requires it
7. 7.Register for GST and, where you export services to the parent, file a letter of undertaking
8. 8.Complete PF, ESI, professional tax, and Shop and Establishment registrations before the first payroll run
9. 9.Put a written intercompany agreement in place before the first cross-border invoice
10. 10.Set up books and a transfer-pricing policy from day one — see bookkeeping services

What annual compliance does a foreign-owned subsidiary carry?

A subsidiary files on three tracks at once: company law, income tax, and FEMA. The company-law track is identical to any Indian private company. The other two are what foreign parents underestimate.

Two of these are missed more than any other. The FLA return is due every year the foreign investment remains on the books, not only in the year the money came in — companies that file once and assume it is triggered by new investment are the classic case. And Form 3CEB applies to international transactions regardless of how small they are, which catches new subsidiaries whose only cross-border transaction is a service fee to the parent.

How does transfer pricing affect a captive or GCC subsidiary?

If your Indian team works exclusively for the parent — the classic captive, global capability centre, or back-office model — then every rupee the Indian company earns comes from a related party. Indian transfer-pricing rules require that transaction to be priced at arm’s length, meaning what an independent service provider would have charged for the same work.

The practical model is usually cost plus an agreed mark-up, supported by a benchmarking study against comparable independent companies. Under-pricing the Indian entity to shift profit abroad is exactly what the rules exist to prevent, and an adjustment on assessment brings tax, interest, and penalty exposure together.

Document this from day one rather than retrofitting it at year end: a written intercompany services agreement, a defined cost base, a mark-up you can defend, and contemporaneous documentation refreshed each year. The annual accountant’s report in Form 3CEB is then a summary of a position you already hold, rather than a scramble.

How do profits get back to the parent?

• Dividend — declared out of profits, freely repatriable, with withholding tax deducted at the rate under the Act as reduced by the applicable tax treaty
• Service fees or management charges — repatriable, subject to transfer pricing and to withholding under the treaty
• Royalty for use of parent IP — repatriable, subject to transfer pricing, withholding, and documentation
• Interest on a shareholder loan — only within the external commercial borrowing framework, which has its own eligibility and reporting rules
• Buy-back or capital reduction — possible, but with its own procedure, tax treatment, and pricing rules

Any of these outward remittances generally needs the declaration and accountant certificate the tax rules prescribe before the bank will process it — see 15CA and 15CB filing. Treaty benefits usually reduce withholding, but only where the tax residency certificate and supporting declarations are actually on file when the remittance is made, not reconstructed afterwards.

Withholding rates, treaty positions, and repatriation conditions all change, so confirm the current position for your parent’s jurisdiction before committing to a remittance plan.

What goes wrong most often in foreign subsidiary setups?

• Resident director identified late, holding up incorporation after everything else is ready
• Parent documents notarised but not apostilled, or apostilled after the DSC application is already filed
• FDI route not checked, and the activity turns out to need government approval
• FC-GPR missed or filed late after allotment, turning a routine filing into a FEMA contravention
• Shares allotted outside the period allowed after receiving the money
• Shares issued below fair value, without the valuation the pricing rules require
• FLA return filed in the first year and then forgotten in later years
• Form 3CEB skipped because the only intercompany transaction seemed too small to matter
• Intercompany pricing agreed informally with no written agreement or benchmarking study
• Registered office taken on a virtual arrangement without a valid NOC and utility proof

None of these are hard problems if they are sequenced correctly. Nearly all of them are expensive if they are discovered a year later during an audit, a funding round, or a group reorganisation.

Why choose Arjun Filings for indian subsidiary registration?

Arjun Filings runs indian subsidiary registration as a checklist-first engagement: a qualified CA or CS scopes the work, tells you exactly which documents are needed, and reviews every form before it is signed and submitted. You get a named specialist, a status update at each stage, and a compliance calendar for whatever comes next.

• Dedicated desk for indian subsidiary registration
• Document checklist and filing tracking
• Bank-ready incorporation / registration pack
• Post-setup compliance calendar starter