For a foreign company, incorporating a wholly-owned subsidiary in India is the most efficient way to hit the Indian market. A huge population, and availability of resources at low cost makes India one of the top choices of foreign corporations to expand and flourish their business beyond their nation. This piece of writing provides you with valuable insights into how to incorporate subsidiary of foreign company in India including a checklist for incorporation of wholly owned subsidiaries in India. Read thoroughly to have a better understanding of wholly owned subsidiary of a foreign company in India.
A wholly-owned subsidiary of a foreign company is one of the most effective and feasible options for a company or corporation to foray into a new market and also to extend their business beyond its nation’s boundaries. As the name implies, a wholly-owned subsidiary is a type of subsidiary whose 100% of shares are owned by another company, often a foreign company, known as the parent company of the subsidiary. As a result, a wholly owned subsidiary is wholly controlled by a single business entity which is its parent company. The Companies Act 2013, and the Foreign Exchange Management Rules/Regulations made by the Government of India and the Reserve Bank of India govern a wholly-owned subsidiary of a foreign company in India.
In order to register a wholly-owned subsidiary of foreign company in India, certain conditions need to be satisfied by that foreign company including minimum number of directors, having a registered office address in India, minimum eligibility, prerequisite documents requirements and so on. The blog sheds light on some of the key aspects of a wholly owned subsidiary of a foreign company including essential documents checklist for incorporation of a wholly owned subsidiary in India and a few more to help you make informed decisions.
Checklist for Incorporation of Wholly Owned Subsidiary in India
Before setting up a subsidiary of a foreign company in India, certain prerequisites need to be fulfilled. The minimum eligibility requirements for incorporating a wholly-owned subsidiary of a foreign company are described below;
Parent Company Standing
The parent company must be an incorporated legal entity in the country of origin. Certain documents such as a Certificate of Incorporation, Articles and Board Resolution are also required.
At Least One Indian Resident Director
At least two directors are required; one of them must be a resident of India. An Indian resident can ensure timely and faster compliance with local laws and regulations as he will be familiar with them.
At Least Two Representatives
A parent company must have at least two signatories for representing 100% shareholding. Both these signatories can be Foreign Nationals or non-residents of India (NRIs).
Engagement in Permitted Activities
The company’s object should be legal. In India, most of the sectors allow FDI .
Capital Requirements
No minimum or maximum limit for capital is specified for setting up a wholly owned subsidiary in India. However, providing sufficient capital to foster the initial operations of the subsidiary and ensuring future growth is advisable.
Selection of a Unique Name for Subsidiary
Select a distinct name for your subsidiary and also check that the chosen name complies with the Company Act 2013 and is not already used and registered by another entity.
Documents Required for Wholly Owned Subsidiary in India
Setting up a wholly owned subsidiary requires a number of documents from the directors/shareholders, foreign company, and also some post-registration documents.
A. Documents required from Foreign Company
A foreign company opening a wholly-owned Indian subsidiary must fulfill certain documents requirements which include documents required while incorporation of the subsidiary and also some documents required post incorporation of the Indian subsidiary of the foreign corporation. Those documents list go as below;
- Certificate of Incorporation
- Memorandum/Articles of Association of the Company
- List of Directors
- List of Shareholders
- Address Proof of Company i.e. Latest Bank Statement/Telephone Bill/Electricity Bill/Postpaid Mobile Bill (The utility bills presented should not be older than 2 months. They must contain Name of the Company. )
- No Object Certificate (NOC) from the owner of the Company premises
B. Documents that need to be notarized and apostilled;
- Declarations from the Directors
- PAN declarations from the Directors
- Affidavit from the Directors/Shareholders
- Charter of Companies: Memorandum of Association (MOA) and Articles of Association (AOA)
Seek assistance from a legal professional to arrange documents required for incorporating a wholly owned subsidiary in India.
Benefits of Wholly Owned Subsidiary in India
Multiple benefits are associated with setting up a wholly owned subsidiary in India. Some of the key benefits of a wholly owned subsidiary in India are described below;
1. Separate legal entity
Similar to a company, a wholly owned subsidiary also becomes a separate legal entity or you can say an artificial person in the eyes of the law and each member/shareholder’s liability gets limited up to their portion of unpaid shares. Due to which, if a company meets loss under any circumstances, then the parent company of this WOS is not obliged to sell its own assets to settle the loss.
2. Full Control by Parent Company
Since the parent/holding company holds complete shareholding in a wholly owned subsidiary, it fully controls the affairs and strategies of that Indian subsidiary.
3. Easy Registration Process
Registering a wholly owned subsidiary is quite simple as the registration process is completely online thus requiring nominal paperwork. And this process may hardly take 12-15 working days.
4. Sharing Global Brand Image & Goodwill
A Wholly owned subsidiary of a foreign company has the leverage of a good brand name and reputation of its well-established parent company located outside India. Moreover, it also enhances the overall valuation and market share of the parent in the product/service market.
5. Expansion & Diversification
Having a huge and diverse population, India can turn out to be a great potential market for new goods and services. As a result, a foreign company can make its way to such a huge marketplace with the formation of a wholly-owned subsidiary in India.
6. Easy to Wind Up/Dissolve
The wholly-owned company possesses faster exit options to companies with zero assets and liabilities and want to close their business due to some undesired circumstances.
Process of Incorporation of Wholly Owned Indian Subsidiary of a Foreign Company
If a foreign company fulfills the aforementioned minimum eligibility criteria and documentation requirements for incorporating an Indian subsidiary of a foreign company, it can proceed further with the process of incorporating a subsidiary of a foreign company in India. The following steps need to be followed;
Step 1: Parent Company Authorisation & its Documents Legislation
The board of members of the parent company must approve and authorise a signatory for incorporation of an Indian subsidiary. The legislation of the board resolution and POA is required.
Step 2: Name Approval
The Indian subsidiary of a foreign company may either select a new name or use the parent name followed by ‘India’. The proposed name of the Indian subsidiary must adhere to the specified laws or provisions and not infringe on any already trademarked name in India.
Step 3: Drafting MOA, AOA & Other Declarations
The MOA and AOA of a company are legal documents that outline its objectives, and internal rules & regulations of the company. A few more declarations may also be required for promoters to sign.
Step 4: Legalisation of Documents
The MOA, AOA, and declarations signed in a foreign country need attestation or legalization. The attestation can be done when a signatory visits India on the Business Visa.
Step 5: Filing Spice+ Form to ROC
SPICE Plus is an online form (eform) which is used to incorporate an Indian subsidiary of a foreign company. Scanned copies of documents are attached, and the form is digital signed by the authorised director and independent CS professionals.
Step 6: Issue of Certificate of Incorporation
Upon finding submitted information and documents valid, the Registrar of Companies issues a Certificate of Incorporation. It is a legal proof of the incorporation of the subsidiary of a foreign corporation in India and also includes the CIN, PAN and TAN numbers.
Follow these steps to successfully incorporate a wholly owned subsidiary of a foreign company in India.
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Ways of Attestation or Legalization of Foreign Documents
The documents that are signed or executed in a foreign company require attestation before using them for incorporation of its wholly-owned Indian subsidiary with the concerned statutory bodies or government departments in India. The way of legalization of documents may vary depending upon the classification of origin country of the company which are;
- Notary Public: The documents of a Foreign company whose origin country is a part of Commonwealth Countries, need to be notarized.
- Apostille: The companies belonging to those countries which are members of the Hague Convention, need to follow the Apostille method of documents legalization.
- Indian Embassy or Consulate: If a company’s origin country is neither a member of the Commonwealth nations nor part of the Hague Convention, then it has only option left for legalization of its documents. This option includes presenting your documents to the Indian Embassy for attestation/legalization. It is the final option that can be exercised in all scenarios.
A subsidiary company is the best method to take your business globally and help reach out to promising markets like India. Setting up a wholly owned subsidiary has its own benefits and also challenges. Read out the above blog to gain in-depth knowledge about essential aspects of the checklist for incorporation of wholly owned subsidiary of a foreign company in India.
FAQs
Q1: Can I register a Wholly Owned Subsidiary (WOS) Company on a residential address?
Yes, if you don’t have a commercial space, you can register a wholly owned subsidiary at your residential address. In this case, all you need to do a little more is to provide recent utility bills on the residential address with an NOC from the owner of the property.
Q2: Is there any renewal process for a Wholly Owned SUbsidiary (WOS) Company?
There is no requirement of renewal of a wholly owned Indian subsidiary of a foreign company in India. After successful registration, it’s valid for lifetime. However, it is required to follow annual compliances each year.
Q3: What is the minimum capital requirement for incorporating a wholly owned India subsidiary of a foreign company?
There is no minimum or maximum capital requirement to form an Indian subsidiary of a foreign company.
Q4: Which companies can incorporate a wholly owned subsidiary of foreign company in India?
A foreign company can set up a wholly owned subsidiary in India through investing in sectors where FDI is allowed according to the provisions of RBI/FEMA and Companies Act 2013.
Q5: Is there any annual return for a wholly owned subsidiary that needs to be filed with RBI?
Yes, a wholly owned subsidiary (WOS) company needs to file FLA return to the Reserve Bank of India (RBI) before 15th July after the end of the respective financial year.