How to Get Foreign Subsidiary in India in India
Establishing a foreign subsidiary in India is the definitive route for international enterprises seeking full operational control within the market. Unlike a branch office or liaison entity, a Private Limited company offers limited liability protection and easier access to Indian banking systems and government tenders. This guide outlines the precise regulatory pathway required by the Ministry of Corporate Affairs (MCA) and Reserve Bank of India (RBI) for FY 2026.
Before you start
- Valid Certificate of Incorporation from a foreign jurisdiction
- PAN Card details for all proposed directors in India
- Digital Signature Certificates (DSCs) for at least two designated signatories
Step-by-step
Select Corporate Structure and Name Approval
Decide between a Wholly Owned Subsidiary or Joint Venture, then check name availability on the MCA portal. Submit Form RUN-14 to reserve your desired company name before proceeding with incorporation.
Prepare Incorporation Documents and DSCs
Draft Articles of Association (AoA) and Memorandum of Association (MoA). Ensure all foreign directors obtain Indian Digital Signature Certificates (DSCs), as physical presence is no longer mandatory for signing incorporation forms.
File Form SPICe+ with MCA
Submit the integrated form SPICe+ online to incorporate the company. This single filing triggers allotment of PAN, TAN, and GSTIN simultaneously upon approval by the Registrar of Companies (ROC).
Register for Goods and Services Tax (GST)
Once incorporated, register immediately on the GST portal to obtain a valid GSTIN. This is mandatory before you can issue tax invoices or claim Input Tax Credit in India.
File Initial ROC Returns
Submit Form AOC-4 (financial statements) and MGT-7 (annual return) within the statutory timelines after your financial year closes. Failure to file attracts penalties under Section 91 of the Companies Act.
FEMA Compliance for Capital Import
File Form FC-GPR with RBI or AD Category-I Bank to declare foreign direct investment (FDI) inflow and convert your foreign currency into INR legally. This step is critical before opening a current account.
Open Corporate Bank Account
Approach Indian banks with the Certificate of Incorporation, PAN, GSTIN, and FEMA approval to open an operating bank account for your subsidiary's daily transactions.
Common mistakes to avoid
- Using a branch office instead of a subsidiary when full equity control is required.
- Delaying Form FC-GPR filing after capital import leads to RBI scrutiny.
- Neglecting the mandatory appointment of at least one resident director in India.
Frequently asked questions
Can a foreign company operate without an Indian subsidiary?
Yes, but only as a branch office or liaison entity. However, these structures face stricter FEMA limits on profit repatriation and cannot bid for government tenders like a Private Limited subsidiary can.
Is physical presence of foreign directors required?
No. Under the Companies Act 2013 (amended in recent years), non-resident directors are permitted, provided at least one director is an Indian resident with a valid PAN.
What is the minimum capital requirement for incorporation?
There is no statutory minimum paid-up capital required to incorporate a Private Limited company in India. However, banks may require higher capital deposits based on your business model and risk profile.
How long does name approval take via SPICe+?
Name reservation is typically processed within 24 to 72 hours if the proposed name complies with MCA naming guidelines and does not infringe on existing trademarks or government entities.
Can I open a bank account before getting GSTIN?
Most banks require a valid PAN, which is issued simultaneously during SPICe+ filing. However, some banks may delay the current account opening until you provide your GST registration certificate to ensure full compliance.
Prefer we handle Foreign Subsidiary Incorporation in India?
Our team in India & UAE completes every step above for clients daily — accurately and on time.