Foreign Subsidiary Company Registration in India

✔️ Step 1: Pre-Incorporation Documentation (Days 1-5)

The first stage of the process needs to collect and validate all essential information which needs to be obtained from the foreign parent company and its planned directors. The project's main activities involve establishing the company structure together with its shareholding pattern, identification of directors, which includes the Indian resident director and creation of parent company resolutions and authorizations.

✔️ Step 2: DIN & Digital Signature (Days 3-7)

The MCA portal requires directors to acquire Digital Signature Certificates (DSC) for their electronic filing needs. The SPICe+ system requires directors to obtain Director Identification Numbers (DIN) for their incorporation process, which needs to be used in all applicable cases.

✔️ Step 3: Name Reservation (Days 3-7)

The proposed company name is submitted for approval through SPICe+ Part A on the MCA portal. Up to two name options may be proposed; the name may reflect the parent company’s brand, subject to naming rules. Once approved, the name is reserved for a limited period for incorporation

✔️ Step 4: Document Preparation & Filing (Days 8-12)

After name approval, incorporation documents are finalised and filed through SPICe+ Part B, along with linked forms for statutory registrations. The Memorandum and Articles of Association will be drafted and submitted. The incorporation forms will be submitted to the MCA. The organisation will apply for PAN, TAN, and all other required registrations.

✔️ Step 5: Central Registration Centre (CRC) Review (Days 10-14)

The next step is application and document approval by the MCA’s Central Registration Centre (CRC). This includes clarifications or resubmissions, if any, and application approval upon satisfaction.

✔️ Step 6: Certificate of Incorporation & Post-Registration (Days 14-21)

Once approved, the Certificate of Incorporation (COI) is issued, confirming the legal existence of the subsidiary. Post-registration steps typically include activation of statutory registrations, Opening of the company’s bank account, preparation for capital infusion and RBI reporting and Initial compliance setup for ongoing operations.

📝 Immediate Post-Incorporation (Within 30 Days)

The first 30 days focus on making the company operational and compliant at a foundational level. This includes:

• Opening and activating the company’s bank account.
• Appointment of the statutory auditor.
• Holding the first board meeting.
• Filing declarations by directors regarding interests and disclosures.
• Setting up statutory registers and corporate records.
• Declaration of Commencement of Business

📆 Within 60 Days of Incorporation

The organisation needs to accomplish its shareholding and foreign investment requirements during this specific timeframe. The process includes three main steps, which require:

• The company needs to issue share certificates after distributing shares to its shareholders.
• The company needs to submit foreign investment reports to the RBI when required, which include post-allotment information.
• The filings establish official recognition of foreign capital investment according to both FEMA regulations and the RBI international investment rules.

📅 Within 6 Months of Incorporation

This phase focuses on corporate governance stabilisation:

• Completion of statutory registrations and disclosures.
• Finalisation of internal compliance systems.
• Ensuring books of accounts are properly maintained.
• Readiness for tax filings and regulatory inspections.

🔏 Annual Ongoing Compliance (Every Financial Year)

Foreign subsidiaries must fulfil the same yearly compliance obligations which apply to all Indian companies. These requirements include:

• Annual financial statements and audit
• Annual returns with the Registrar of Companies (ROC)
• Annual General Meeting (AGM): The first AGM can be held within 9 months from the closing of the first financial year. Subsequent AGMs must be held within 6 months from the end of each financial year.
• Periodic board meetings: Companies must hold a minimum of four board meetings every year, with a maximum gap of 120 days between two consecutive meetings.
• Ongoing RBI and FEMA reporting (if foreign transactions continue)

⚖️ Tax Compliance Specific to Foreign Subsidiaries

In addition to corporate law compliance, foreign subsidiaries must adhere to India’s tax framework:

• Corporate income tax filings
• Withholding tax (TDS) compliance
• GST filings (if registered and applicable)
• Transfer pricing documentation, where transactions occur between the parent and subsidiary

Foreign Direct Investment which people refer to as FDI occurs when an individual or company from one nation invests capital into a foreign business or project, which they plan to operate and expand until they become part of the venture. The transaction does not involve the execution of quick trades or the acquisition of stock. The company establishes a permanent presence to develop important projects in a fresh market area.

A company that opens an international office or purchases a domestic company or builds a production facility in a different nation demonstrates foreign direct investment through its operations. The program establishes job opportunities and shares knowledge while constructing genuine economic connections between different countries.

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