Indian Subsidiary of Foreign Company

An Indian subsidiary is a private limited company incorporated in India in which a foreign company or foreign nationals hold shares. It is the most common vehicle for foreign direct investment (FDI) into India and is incorporated through the MCA's SPICe+ form, subject to the RBI's FDI rules.

Who needs this: A foreign company/individual can hold up to 100% under the automatic route in most sectors. At least one director must be a resident Indian (stayed 182+ days in the previous financial year). Minimum two directors and two shareholders.

Government portal: MCA (mca.gov.in) for incorporation; RBI FIRMS portal (firms.rbi.org.in) for FDI reporting.

Indicative fees: ₹25,000–₹75,000 professional + government fees (higher than a domestic Pvt Ltd due to apostille/notarisation of foreign documents and FDI reporting).

Timeline: 15–30 working days, depending on apostille of foreign documents and name approval.

Documents required

Apostilled/notarised passport & address proof of foreign directors/shareholders
Board resolution of the foreign parent authorising the investment
Indian resident director's PAN, Aadhaar & DSC
Registered office address proof + NOC from owner
MoA & AoA
Proof of paid-up capital inflow (FIRC from the bank)

Step-by-step process

Obtain Digital Signature Certificates (DSC) for all proposed directors
Reserve the company name via SPICe+ Part A (RUN)
Get foreign directors' documents apostilled (Hague-convention countries) or consularised
Draft MoA and AoA reflecting the foreign shareholding
File SPICe+ Part B with INC-33/INC-34, AGILE-PRO (GST/EPF/ESI) and obtain the Certificate of Incorporation, PAN and TAN
Open a company bank account and bring in share capital through banking channels
File the FC-GPR on the RBI FIRMS portal within 30 days of allotting shares to the foreign investor
Complete post-incorporation compliance: appoint auditor within 30 days, file INC-20A commencement, maintain FEMA/FDI records

Penalty for non-compliance

Late FC-GPR filing attracts a Late Submission Fee (LSF) under FEMA; non-reporting of FDI can invite compounding penalties up to 3× the amount involved.

Frequently asked questions

Can a foreign company own 100% of an Indian subsidiary?

Yes, in most sectors under the automatic route (no prior government approval). Some sectors — defence, media, multi-brand retail, insurance — have caps or require government-route approval.

Is a resident Indian director mandatory?

Yes. Section 149(3) of the Companies Act requires at least one director who has stayed in India for 182 days or more in the previous financial year.

What FDI reporting is required after incorporation?

Form FC-GPR must be filed on the RBI's FIRMS portal within 30 days of issuing shares to the foreign investor, along with the FIRC and KYC from the authorised dealer bank. Annual FLA return is also due by 15 July each year.

What is the minimum capital for an Indian subsidiary?

There is no prescribed minimum paid-up capital under the Companies Act, 2013. Capital is decided commercially, but it must actually be brought in through banking channels and reported to the RBI.

How long does incorporation take?

Typically 15–30 working days; the variable is how quickly foreign documents are apostilled/consularised in the investor's home country.