Indian Subsidiary Company Registration in India

An Indian Subsidiary Company is a company incorporated in India that is majorly owned or controlled by a foreign parent company, governed by the Companies Act, 2013 and relevant FEMA/SEBI regulations.

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What Is an Indian Subsidiary Company?

Per Section 2(87) of the Companies Act, 2013, a company is a subsidiary if a foreign parent holds >50% equity or can appoint/remove a majority of its directors. This structure lets global businesses operate in India under a regulated, separate legal entity model.

Types of Subsidiary Structures

• Wholly Owned Subsidiary (WOS): 100% foreign ownership (auto-route sectors only). • Partially Owned Subsidiary: 50–99% foreign shareholding with Indian partners. • Joint Venture Subsidiary: Shared control between foreign and Indian entities. • Liaison Office: Representative, non-commercial presence. • Branch Office: Commercial operations subject to RBI approval.

Legal & Regulatory Framework

• Companies Act, 2013: Defines subsidiary control, board & reporting obligations. • SEBI LODR, 2015: Disclosure requirements for listed entities and their material subsidiaries. • FEMA: Governs FDI & repatriation. • MCA guidelines: Company incorporation & ROC compliance.

Benefits of an Indian Subsidiary

- Easy market penetration in one of the fastest-growing consumer markets - Attractive FDI policies via automatic/approval routes - Perpetual succession and separate legal status - Limited liability protection for shareholders - Operational autonomy with property-holding and contracting powers

1. Documents Required

• Proof of registered office (utility bill or rent agreement + NOC)

• ID & address proof of directors/shareholders (PAN, passport, driver’s license, utility bill)

• MoA & AoA

• Parent company’s Certificate of Incorporation

• Power of Attorney for authorized representative

• DSCs & DINs of directors

• Shareholding declarations

Step-by-Step Registration Process

1. Reserve company name via SPICe+ Part A.

2. Obtain DIN & DSCs for all proposed directors.

3. Draft and file MoA, AoA & SPICe+ Part B with shareholding structure.

4. Receive Certificate of Incorporation (COI) & CIN.

5. Open a bank account in India (within ~7 days).

6. Complete GSTIN, PAN, TAN, EPFO & ESIC registrations.

Timeline to Incorporate

Typically 2–4 months, including name approval, documentation, and statutory clearances.

    Total Estimated Time

    2–4 months

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