Documents Required for Foreign Subsidiary in India
Establishing a foreign subsidiary in India requires precise adherence to the Companies Act, 2013 and FEMA regulations. This checklist outlines every document needed for incorporation via SPICe+ or Form INC-32/INC-49A, ensuring your application is accepted by the Ministry of Corporate Affairs (MCA) without delays. Our team at PNPC Global manages these filings to prevent common rejection reasons like incomplete KYC or incorrect apostille stamps.
Before you start
- Valid passport copies and address proofs for all proposed directors
- Apostilled certified documents from the home country's government (if not in India)
- Digital Signature Certificates (DSC) for at least one director to be obtained online or via courier
Step-by-step
Prepare Corporate Identity Documents
Gather certified copies of the foreign company's Certificate of Incorporation, Memorandum of Association, and Articles of Association. These documents must bear an apostille stamp if issued from a country outside India to validate their authenticity before submission.
Compile KYC for Directors
Collect valid passport copies and recent address proofs (utility bills or bank statements) for all proposed directors. Ensure these documents are scanned in color at 300 DPI resolution as per MCA's SPICe+ portal requirements.
Draft the Board Resolution
Prepare a board resolution signed by authorized signatories of the foreign parent company, authorizing the incorporation and designating directors. This legal instrument is mandatory for Form INC-32 to establish the subsidiary's mandate.
Secure Digital Signature Certificates
Obtain Class 2 or Class 3 DSCs for all proposed Indian resident directors and at least one foreign director. These digital credentials are essential for digitally signing SPICe+ forms on the MCA portal.
File Form INC-49A with ROC
Submit Form INC-49A along with a copy of the parent company's certificate and board resolution to your designated Regional Director (RD). This step is critical for obtaining Foreign Investment in India approval under FEMA.
Obtain PAN and TAN
Once incorporated, apply for Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) using the details provided during SPICe+ registration. These tax identifiers are required immediately to open bank accounts.
Register with GST Portal
If your business turnover exceeds ₹40 lakhs or you deal in inter-state supplies, register for Goods and Services Tax (GST). Submit the incorporation certificate along with other KYC documents to activate your GSTIN.
Common mistakes to avoid
- Submitting non-apostilled foreign corporate documents which leads to immediate rejection by MCA.
- Using expired passport copies or address proofs for directors, causing compliance delays under FEMA.
- Failing to obtain DSCs before filing SPICe+, resulting in an inability to digitally sign the application.
Frequently asked questions
Is a physical presence required for foreign directors?
No, foreign directors can be appointed without residing in India. However, at least one director must hold a valid Indian DSC and PAN to sign filings.
How long does the apostille process take?
The time varies by country but typically takes 3–7 working days for most jurisdictions via diplomatic channels or authorized agencies in India.
Can I use a Power of Attorney instead of Board Resolution?
While possible, MCA prefers an original board resolution. A POA is generally accepted only if the foreign company cannot physically sign documents due to location constraints.
What happens after Form INC-49A approval?
Upon ROC approval of INC-49A, you receive a certificate allowing you to proceed with SPICe+ for name reservation and incorporation without further FEMA hurdles.
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