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Typically 25 to 40 working days

Foreign Subsidiary Registration

A wholly owned Indian company held by a foreign parent. Incorporation is the easy part. The FEMA reporting that follows the first share allotment is where companies get caught.

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TIMELINE

25 to 40 working days

RESIDENT DIRECTOR

At least one required

GOVERNED BY

Companies Act and FEMA

FDI ROUTE

Automatic or approval, by sector

What is included

  • Assessment of the FDI route for your sector
  • Apostilled or consularised document handling for the parent
  • Digital Signature Certificates for directors
  • Name reservation and SPICe+ incorporation
  • Drafting of MOA and AOA
  • Company PAN, TAN and bank account documentation
  • FC-GPR and FEMA reporting after share allotment

Documents you will need

From the foreign parent

  • Certificate of Incorporation, apostilled or consularised
  • Board resolution authorising the Indian investment
  • Charter documents of the parent company
  • Registered address proof of the parent

From directors and the Indian office

  • Passport of foreign directors, apostilled where required
  • PAN and Aadhaar of the resident director
  • Utility bill, rent agreement and NOC for the registered office
  • Photographs and address proof of all directors

How the filing runs

Check the FDI route

Sectoral caps and conditions determine whether investment is automatic or needs government approval. This is settled before anything is filed.

Prepare foreign documents

Parent company documents are apostilled or consularised in the home country, which is usually the longest step in the timeline.

Incorporate

Name reservation and SPICe+ filing, with at least one director resident in India as required by the Companies Act.

Report the investment

After share allotment, FC-GPR is filed with the Reserve Bank through the authorised dealer bank within the prescribed period.

The FEMA reporting deadline is short and strictly enforced

Once inward remittance is received and shares are allotted, the investment must be reported to the Reserve Bank through your authorised dealer bank within a short prescribed window. Late reporting attracts a compounding process with the RBI that costs both money and months, and it surfaces later during due diligence when the group is raising funds or being acquired. Foreign parents regularly complete incorporation smoothly and then miss this, because it is a banking and FEMA obligation rather than a company law one.

Common questions

In most sectors under the automatic route, yes. Some sectors carry caps or conditions, and a few require government approval. The sector determines this.

Yes. At least one director must be resident in India, meaning a stay of 120 days or more in the previous financial year.

A registered office address in India is required and must be supported by a utility bill and owner NOC. It does not need to be a large commercial space.

It depends on the parent country and is often the longest part of the timeline. Starting it early materially shortens the overall schedule.

Full company annual compliance, plus annual FEMA reporting on foreign assets and liabilities and transfer pricing where the subsidiary transacts with the parent.

Setting up in India?

Tell us the parent jurisdiction and sector and we will confirm the route and timeline.

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