A foreign company can set up a wholly owned subsidiary in India as a private limited company under the Companies Act, 2013, subject to FDI policy. It needs at least two directors (one resident in India) and two shareholders (the parent and a nominee), apostilled documents, and SPICe+ filing. Share capital received must be reported to RBI in Form FC-GPR within 30 days of allotment.
Check the FDI route
Most sectors allow 100% FDI under the automatic route. Some sectors have caps or need government approval, and investors from countries sharing a land border with India need approval.
Structure
- Parent company as the main shareholder, with a nominee as second shareholder
- At least two directors, one resident in India
- Registered office address in India
Process
- Obtain DSCs and board resolution of the parent.
- Apostille or consularise parent and director documents.
- Reserve the name and file SPICe+.
- Open a bank account and receive share capital through banking channels.
- Allot shares and file FC-GPR with RBI through the FIRMS portal.
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Get expert help →Ongoing compliance
- Annual Return on Foreign Liabilities and Assets (FLA)
- Transfer pricing documentation for related party transactions
- ROC, tax, GST and FEMA compliance
Frequently asked questions
Can a foreign company be the only shareholder?
A private company needs at least two shareholders, so a nominee, often an affiliate or individual, holds a small number of shares on behalf of the parent.
Is an Indian resident director mandatory?
Yes. At least one director must have stayed in India for at least 182 days in the relevant financial year.
How long does subsidiary registration take?
Document apostille and couriering usually take the longest. After filing, incorporation takes a similar time to domestic companies.
Subsidiary, branch or liaison office: which is better?
A subsidiary can do full business and is taxed as a domestic company. A liaison office cannot earn revenue, and a branch office is limited to permitted activities with RBI approval.
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