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Siddhu ManojFounder & CEO of Two-LYP Computations Pvt. Ltd.
“Incorporating my Startup with IncorpX was an incredibly smooth and hassle-free experience. The team was highly professional, guiding us every step of the way with clear communication and prompt support. The registration process was fast, and every detail was handled with precision and accuracy. Highly recommend IncorpX for anyone starting a business.”
Abhishek LohaniDirector at Lohani Learnings
“Company is good and service is also smooth. I used their compliance service and the response was timely with no delay and price are also convenient. They are always available to cater your need.”
Chandan Kr. ChaudharyFounder of Creative Minds
“I am very satisfied with the team of IncorpX for providing the top notch services. Team of IncorpX was giving the update on daily basis was one of the best thing which I experience in Corporate. keep doing it. Thank you!”
Jayavijaya SJFounder of Agro Farms
“Don't think twice.Got my company incorporates here. Tbh very impressed by the quality of service provided by this team. Very organized and friendly team. Had a smooth and peaceful experience. Timely regular updates were provided by the team. Overall a great experience.”
Anoop KrishnanFounder of EIGHTH DAY FORGE
“It's rare to find a service provider who makes the process feel personal - IncorpX absolutely did. From day one, they patiently explained every detail without any jargon, making it easy to understand and stress-free. There was zero chasing, no delays-just efficient, smooth execution all the way through. I felt supported, heard, and confident at every step of registering my company EIGHTH DAY FORGE (OPC) Private Limited. Thanks to Mr. Sriram and his wonderful team.”
Ramesh LankeFounder of EKnal Technologies
“IncorpX made the entire registration process for our company, EKnal Technologies, smooth and stress-free. Their team was professional, efficient, and incredibly supportive from start to finish. Highly recommend them to any founder looking for a reliable partner in their business journey! Special shoutout to Sriram and Aswin-your support, clarity, and responsiveness made the whole process incredibly smooth.”
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Why Choose Us
Why Choose Us?
Expert Legal Team
Experienced legal experts in company formation and corporate law.
Fast Turnaround
Kickstart your venture with efficient company setup, generally processed within a week.
Dedicated Support
Personal manager by your side, every step of the way and beyond.
Complete Documentation
We handle all paperwork and ensure full legal compliance.
Business Growth Tools
Free business resources to fuel your company's success from day one.
24/7 Customer Service
Round-the-clock assistance for all your concerns.
Planning Your India Entry?
Incorporate your Indian subsidiary with full FEMA compliance. SPICe+ filing, FC-GPR, FLA Return and DTAA advisory from ₹1,999. Typically completed in 18 to 30 working days.
Simple Process
Here's How It Works
01
Fill the Form
Simply fill the above form to get started.
02
Call to discuss
Our startup expert will connect with you & complete legalities.
03
Register Your Indian Subsidiary Company
End-to-end professional assistance with Indian subsidiary incorporation, FEMA compliance, FC-GPR filing, and RBI reporting.
Pricing
Simple & Transparent Pricing
MOST POPULAR
Indian Subsidiary Registration Package 2026
From ₹1,999 one-time professional fee
Complete within 7 days
7-day turnaround 100% guaranteed
Certificate of Incorporation with CIN
Digital Signature Certificate (DSC) for Directors
FEMA Compliance & FDI Advisory
FC-GPR Filing with RBI
FLA Return Preparation
GST Registration via AGILE-PRO-S
Director Identification Number (DIN)
MoA (INC-33) and AoA (INC-34) Drafting
Company PAN, TAN & Bank Account Assistance
Post-Incorporation Compliance Calendar
*Government fees are additional and vary based on company structure
4.9/5 based on 1000+ reviews
Money back guarantee
Secure payment
Top rated service
AI-Powered Platform
Meet IncorpX Nova
Our proprietary AI engine streamlines every step of business setup, from intelligent name suggestions to automated document drafting and compliance tracking.
AI-Powered Business Name Approval Check
Auto-Generated MoA & AoA Drafts
Real-Time Compliance Monitoring
3x Faster Processing Than Traditional CAs
24/7 AI Chatbot + Human Expert Support
NOVA AI
Premium Plan
IncorpX Prime
An all-inclusive solution for startups and expanding enterprises seeking a streamlined, compliant incorporation process.
Key Benefits
Personalised support from dedicated incorporation specialists.
Application prepared and filed within 2 days.
24/7 customer assistance.
Important Notes
We strive to register your preferred business name whenever feasible.
Alternative name suggestions are provided if the preferred name is not approved.
Package includes first-year compliance services: auditor appointment, annual filings, and related obligations.
Legal Structure: An Indian subsidiary is a Private Limited Company controlled by a foreign parent under Section 2(87) of the Companies Act 2013, governed jointly by FEMA 1999 and the FDI Policy.
Timeline: End-to-end incorporation takes 18 to 30 working days across 9 steps (apostille, DSC, SPICe+, bank account, share allotment, FC-GPR).
Cost: IncorpX professional fee starts at ₹1,999. Foreign Entry Package (incorporation + FEMA + tax): ₹49,999 to ₹79,999. Government fees at actuals.
FDI Route: 100% FDI under the automatic route in most sectors. Land-border countries (Press Note 3 of 2020) require government route approval.
Tax Rate: Domestic company rate of 25.17% effective under Section 115BAA. Dividend TDS at 20% or lower DTAA rate.
FEMA Deadlines: FC-GPR within 30 days of share allotment (penalty: up to 3x sum involved). FLA Return by 15 July every year.
Resident Director: At least 1 director with 182+ days India stay (Section 149(3)). IncorpX provides nominee resident director service.
What Is an Indian Subsidiary?
An Indian subsidiary is a company incorporated in India under the Companies Act 2013 whose holding company controls the composition of its Board of Directors or owns more than 50% of its total voting power. Section 2(87) defines the controlling thresholds for subsidiary status. When a foreign company invests in India, the subsidiary is registered as an Indian Private Limited company with a separate legal personality, limited liability for shareholders and the freedom to conduct any commercial activity permitted by its objects clause.
Under the Wholly-Owned Subsidiary (WOS) structure, the foreign parent holds 99.99% of the shares and a single nominee holds one share to satisfy the two-member minimum under Section 3 of the Companies Act 2013. The WOS structure is allowed in sectors permitting 100% FDI under the automatic route or the government route. Unlike a branch office or liaison office, an Indian subsidiary is a separate Indian entity that can bid for government contracts, own Indian intellectual property, enter local contracts and operate without the activity restrictions imposed by FEMA Master Direction on BO/LO/PO. The Companies (Restriction on Number of Layers) Rules 2017 limit the subsidiary layers to two, except for banking and insurance companies.
This page covers the full lifecycle of Indian subsidiary registration for foreign companies: eligibility, FDI routes, documents, 9-step process, cost breakdown, FEMA compliance (FC-GPR, FLA Return, FC-TRS), taxation under Section 115BAA, DTAA withholding rates, transfer pricing and annual compliance. It does not cover Branch Office, Liaison Office or Project Office registration, which are governed by FEMA Master Direction on BO/LO/PO and follow a separate RBI approval process.
Slab-based on authorised capital + state stamp duty
Professional Fee
Starting ₹1,999
Indian Subsidiary vs Branch Office vs Liaison Office vs Project Office
Foreign companies can enter India through four structures: a WOS subsidiary, a Branch Office, a Liaison Office or a Project Office. Each carries different regulatory permissions, liability exposure and reporting obligations. The table below compares all four options across 10 parameters.
Parameter
WOS Subsidiary
Branch Office
Liaison Office
Project Office
Legal Status
Separate Indian entity
Extension of foreign parent
Extension of foreign parent
Extension of foreign parent
Governing Law
Companies Act 2013 + FEMA
FEMA Master Direction on BO/LO/PO
FEMA Master Direction on BO/LO/PO
FEMA Master Direction on BO/LO/PO
Permitted Activities
All commercial activities
Export/import, consultancy, IT
Market research and liaison only
Specific project execution
Revenue Generation
Yes, unrestricted
Yes, limited to permitted scope
No revenue in India
Yes, project-related only
Liability
Limited to subsidiary capital
Parent fully liable
Parent fully liable
Parent fully liable
FDI Reporting
FC-GPR within 30 days + FLA
Annual Activity Certificate
Annual Activity Certificate
Quarterly report to AD bank
Tax Treatment
Domestic company (25.17%)
40% + surcharge + cess
No Indian income
40% + surcharge + cess
Repatriation
Dividends (after TDS)
Post-tax profits
Not applicable
Post-tax project surplus
Setup Timeline
18 to 30 working days
8 to 12 weeks (RBI approval)
8 to 12 weeks (RBI approval)
4 to 6 weeks (AD bank)
Best For
Full-scale India operations
Export/import, services
Market exploration
Infrastructure contracts
Choose a subsidiary if: (1) You need to sell to Indian customers. (2) You want Indian IP ownership. (3) You plan to bid for government contracts. (4) You need full commercial freedom without activity restrictions. For market research only, a Liaison Office setup works. For time-bound contracts, consider Project Office registration. For limited export/import, explore Branch Office registration.
Free 20-min strategy call. We help you pick the right entity structure for your India operations.
FDI Entry Routes: Automatic Route vs Government Route
India permits foreign direct investment through two routes. Under the automatic route, no prior approval from RBI or DPIIT is required. The investor remits funds, the company allots shares at fair value, and FC-GPR is filed within 30 days. Under the government route, prior approval through the Foreign Investment Facilitation Portal (FIFP) is mandatory before the investment. Government route approval takes 8 to 12 weeks.
Sector
FDI Cap %
Route
IT and Software Services
100%
Automatic
E-commerce Marketplace
100%
Automatic
Retail (Single Brand)
100%
Automatic
Pharma (Greenfield)
100%
Automatic
Telecom
100%
Automatic
Defence
74% / 100%
Automatic up to 74%, Govt above
Insurance
74%
Automatic
Banking (Private)
74%
Automatic up to 49%, Govt above
Retail (Multi-brand)
51%
Government
Digital Media
26%
Government
If your parent company or any beneficial owner is situated in or is a citizen of a country sharing a land border with India, the automatic route does not apply. Per Rule 6(a) of the NDI Rules 2019, government approval through FIFP is mandatory. The seven countries are: China, Bangladesh, Pakistan, Nepal, Myanmar, Bhutan and Afghanistan. This applies regardless of where the investing entity is incorporated. Approval is sought through the DPIIT Foreign Investment Facilitation Portal.
Eligibility and Minimum Requirements for an Indian Subsidiary
An Indian subsidiary is registered as a Private Limited Company. Section 3 of the Companies Act 2013 and the FDI Policy set the following eligibility thresholds for foreign-owned entities.
Requirement
Detail
Minimum Shareholders
2 (parent holds 99.99% + 1 nominee share)
Minimum Directors
2 (at least 1 must be an Indian resident)
Resident Director
182-day India stay per Section 149(3)
Minimum Capital
No statutory minimum (practical: ₹1 lakh to ₹10 lakh)
Registered Office
Indian address with NOC and utility bill
DSC
Class 3 for all directors (issued remotely via video KYC)
DIN
Allotted via SPICe+ for up to 3 first-time directors
At least one director must have stayed in India for not less than 182 days during the preceding financial year. The COVID-era relaxation under MCA General Circular No. 11/2020 dated 25 March 2020 has expired and is not in force for FY 2025-26. If your foreign parent does not have a local hire on Day 1, IncorpX provides a nominee resident director service to meet this requirement.
Documents Required for Indian Subsidiary Registration
All foreign documents must be apostilled (Hague Convention members) or consularised (non-Hague countries) before submission. Prepare these in parallel with DSC issuance to save 5 to 7 working days.
For Foreign Parent Company:
Certificate of Incorporation (apostilled/consularised certified copy)
Board Resolution authorising investment in India and nominating Indian representatives (apostilled)
MoA/AoA or equivalent constitutional document of the foreign parent (apostilled)
UBO Declaration identifying Ultimate Beneficial Owner(s) per PMLA rules and RBI KYC Master Direction
Power of Attorney for Indian representative (if applicable, apostilled)
For Foreign Directors:
Valid Passport (apostilled/consularised copy)
Address Proof (bank statement or utility bill, not older than 2 months, apostilled)
Passport-Size Photographs (recent colour, for DSC and SPICe+ forms)
DSC Application Form (completed during video KYC with Indian Certifying Authority)
For Indian Registered Office:
NOC from Property Owner (No Objection Certificate permitting use as registered office)
Utility Bill (electricity, water or gas; not older than 2 months)
Rental Agreement or Ownership Deed
Hague Convention members (US, UK, Germany, Singapore, Australia, France, Japan): Single-step apostille, 2 to 5 working days. Non-Hague countries (UAE, China, Saudi Arabia): Notarisation, then Foreign Ministry attestation, then Indian embassy/consulate attestation, 7 to 15 working days. Get all foreign documents apostilled in parallel while DSCs are being issued. This overlap saves 5 to 7 working days in the overall timeline.
Indian Subsidiary Registration Cost in 2026
Every cost component is listed below, split across three layers: government fees (paid to MCA and state authorities), statutory costs (apostille, DSC) and professional fees (paid to IncorpX). All amounts are disclosed before engagement.
Component
Amount (₹)
Notes
Name Approval (SPICe+ Part A)
1,000
MCA government fee per attempt
MCA Incorporation Fee (SPICe+ Part B)
0 to slab
₹0 up to ₹15 lakh authorised capital, then slab-based
State-Wise Stamp Duty for Indian Subsidiary Incorporation
Stamp duty on MoA and AoA is levied per the state Stamp Act and paid electronically via SPICe+. Rates vary by state and authorised capital.
State
MoA Stamp Duty (₹)
AoA Stamp Duty (at ₹1 lakh capital)
Maharashtra (Mumbai/Pune)
200
0.2% of authorised capital
Karnataka (Bengaluru)
1,000
₹500 to ₹1,000
Delhi
200
₹200
Telangana (Hyderabad)
500
0.15% of authorised capital
Tamil Nadu (Chennai)
200
₹300
Gujarat
100
₹1,000 (slab)
West Bengal (Kolkata)
60
₹300
Uttar Pradesh (Noida)
500
₹500 + 0.15%
Rates are verified at time of writing. IncorpX calculates exact government fees and stamp duty at engagement and discloses all three cost layers (professional, government, statutory) before you pay. No hidden invoices. No auto-renewals.
Step-by-Step Indian Subsidiary Registration Process
The complete process takes 18 to 30 working days across 9 steps, starting at ₹1,999 professional fee. Steps 1 and 2 run in parallel. The timeline extends for non-Hague countries due to consularisation requirements.
Step 1: Document Collection and Apostille
Collect the parent company's Certificate of Incorporation, board resolution, MoA/AoA equivalent, each foreign director's passport and address proof. Apostille all documents through the Hague Apostille authority of the home country (US, UK, Singapore, Germany). For non-Hague countries (UAE, China, Saudi Arabia), consularise through the Indian embassy.
Portal: Home country apostille authority / Indian embassy | Timeline: Days 1 to 7
Step 2: DSC for Foreign Directors
Issue Class 3 Digital Signature Certificates for all proposed directors through an Indian Certifying Authority. The process is fully remote: apostilled passport, address proof and a video KYC session. DSCs are required for signing all MCA and RBI forms. This step overlaps with Step 1.
Portal: eMudhra / Capricorn / Sify | Timeline: Days 3 to 8 (overlaps)
Step 3: Name Reservation via SPICe+ Part A
File SPICe+ Part A on the MCA portal to reserve the proposed company name. Propose two name choices per application. MCA responds in 2 to 4 working days. The reserved name is valid for 20 days. Pre-screen names against the MCA database and IP India trademark registry.
Portal: mca.gov.in (SPICe+ Part A) | Government fee: ₹1,000 | Timeline: Days 8 to 12
Step 4: Draft MoA, AoA and Linked Forms
Draft e-MoA (INC-33), e-AoA (INC-34), AGILE-PRO-S (INC-35) and INC-9 declaration. Foreign subscriber sheets are physically signed abroad, apostilled and couriered to India. The MoA includes object clauses tailored to the subsidiary's planned activities. The AoA incorporates share transfer provisions and FDI-specific board governance clauses.
Timeline: Days 10 to 14
Step 5: SPICe+ Part B Filing with MCA
File SPICe+ Part B with all linked forms, paying MCA incorporation fee and state stamp duty. PAN, TAN, EPFO, ESIC, GST registration and Professional Tax (where applicable) are issued in the same workflow. CA/CS certification under Rule 38 is mandatory.
Portal: mca.gov.in (SPICe+ Part B) | Timeline: Days 14 to 18
Step 6: Certificate of Incorporation and CIN Issued
MCA issues the Certificate of Incorporation with CIN, PAN and TAN. The subsidiary is now a legal entity in India with a separate identity from the foreign parent. This typically occurs on Day 18 to Day 22 from project start.
Delivered: Certificate of Incorporation (CoI), CIN, PAN, TAN | Timeline: Days 18 to 22
Step 7: Open Bank Account and Receive Inward Remittance
Open a current account with an AD Category I bank (HDFC, ICICI, Citi or HSBC). The foreign parent remits subscription money into this account. The bank issues FIRC (Foreign Inward Remittance Certificate) and completes KYC on the foreign remitter. The FIRC is required for FC-GPR filing.
Timeline: Days 20 to 27
Step 8: Share Allotment and Rule 21 DCF Valuation
Hold a board meeting to allot shares to the foreign parent at a price not less than fair value. Obtain a DCF valuation from a SEBI-registered Merchant Banker or Chartered Accountant under Rule 21 of the FEM (Non-debt Instruments) Rules 2019. Under-pricing is a FEMA contravention.
Timeline: Days 25 to 30
Step 9: FC-GPR Filing on RBI FIRMS Portal
Register the subsidiary on Entity Master, then file FC-GPR filing via the Single Master Form on the RBI FIRMS portal within 30 days of share allotment. Attach FIRC, KYC report, Rule 21 valuation and board resolution. This completes the FDI reporting cycle.
Portal: firms.rbi.org.in (Single Master Form) | Deadline: Within 30 days of allotment | Timeline: Days 28 to 30
Filing FC-GPR after the 30-day window is a FEMA contravention under Section 13 of FEMA 1999, attracting penalty up to 3x the sum involved. Start the Entity Master registration the day you receive the Certificate of Incorporation. Do not wait for the bank account to open.
1,200+ entities incorporated. FEMA-compliant from Day 1.
Post-Incorporation FEMA Compliance: FC-GPR, FLA and FC-TRS
Incorporation is only half the process. Every foreign-owned Indian subsidiary must complete FEMA reporting within strict deadlines. Missing these deadlines attracts penalties up to 3x the sum involved under Section 13 of FEMA 1999, plus ₹5,000 per day for continuing contravention.
FC-GPR (Foreign Currency Gross Provisional Return): Filed within 30 days of each share allotment to a non-resident via the Single Master Form on FIRMS. Requires FIRC, AD bank KYC report, Rule 21 valuation and board resolution. IncorpX handles FC-GPR filing as part of the Foreign Entry Package.
FC-TRS: Filed within 30 days of any share transfer between a resident and a non-resident via FIRMS. The onus is on the resident party. Required for secondary share sales, exits and restructuring. IncorpX manages FC-TRS filing for all transfer events.
FLA Return: Annual return due by 15 July on the RBI FLAIR portal, even if there is no fresh FDI inflow during the year. Non-filing is a FEMA contravention. IncorpX files the annual FLA Return for all foreign-owned subsidiaries.
Filing
Deadline
Portal
Penalty Risk
FC-GPR
Within 30 days of share allotment
RBI FIRMS (SMF)
Up to 3x sum involved
FC-TRS
Within 30 days of share transfer
RBI FIRMS (SMF)
Up to 3x sum involved
FLA Return
15 July each year
RBI FLAIR
FEMA contravention
Rule 21 Valuation
Before share allotment
SEBI-reg MB / CA
Under-priced allotment voidable
FC-GPR, FLA Return and FC-TRS handled by practising CAs with FEMA expertise.
Based on our experience with 1,200+ entity incorporations, 40% of first-time foreign investors delay Entity Master registration until after the bank account opens, losing 5 to 10 critical working days. We recommend starting the Entity Master registration on the RBI FIRMS portal the same day the Certificate of Incorporation is issued. This creates a buffer of 10 to 15 days for bank KYC completion and FIRC issuance before the 30-day FC-GPR deadline. This single scheduling change has prevented FEMA contravention exposure for over 300 client entities.
Taxation of an Indian Subsidiary (FY 2025-26)
An Indian subsidiary is taxed as a domestic company. The effective corporate tax rate under Section 115BAA is 25.17% (22% + surcharge + 4% cess). Dividends are taxable in the shareholder's hands, with TDS at 20% under Section 195 or a lower rate under the applicable DTAA.
Tax Item
Rate / Status
Authority
Corporate Tax (115BAA)
22% + surcharge + cess = 25.17% effective
Income Tax Act 1961
115BAB (New Manufacturing)
Sunset 31 March 2024
Finance Act 2024
Dividend Distribution Tax
Abolished (Finance Act 2020)
Finance Act 2020
Dividend TDS (Non-resident)
20% + surcharge + cess; DTAA rate lower
Section 195
Angel Tax Sec 56(2)(viib)
Abolished 1 April 2024
Finance Act 2024
Equalisation Levy 2% (E-commerce)
Abolished 1 August 2024
Finance (No. 2) Act 2024
Equalisation Levy 6% (Online Ads)
Retained
Finance Act 2016
Dividend Repatriation: No exchange-control approval is needed because dividend remittance is a current account transaction under FEMA. The subsidiary deducts TDS (20% or the lower DTAA rate with TRC, electronic Form 10F and No-PE declaration) and the AD bank remits against Form 15CA and 15CB filing.
Angel Tax abolished from 1 April 2024 for all investor classes. Equalisation Levy 2% on e-commerce supply abolished from 1 August 2024. The 6% EL on online ads paid to non-residents continues. The Supreme Court in AO vs Nestle SA (19 October 2023) held that the MFN clause in DTAAs is not self-executing; a Section 90 notification is required. Plan DTAA structuring accordingly.
DTAA Dividend Withholding Rates: Top 10 Parent Countries
Parent Country
Dividend Rate
Interest Rate
Royalty Rate
MFN Applicable?
United States
15% / 25%
15%
15%
No
United Kingdom
15% / 20%
15%
15%
No
Singapore
10% / 15%
15%
10%
No (post Nestle SC)
Netherlands
10%
10%
10%
Yes (but Sec 90 notice needed)
Germany
10%
10%
10%
No
Japan
10%
10%
10%
No
Mauritius
5% / 15%
7.5%
15%
No
UAE
10%
12.5%
10%
No
Ireland
10%
10%
10%
No
Hong Kong
5%
10%
10%
No
Rates are treaty rates for qualifying shareholding thresholds. Verify applicability with your tax advisor. TRC + electronic Form 10F + No-PE declaration mandatory since 1 April 2023.
Transfer Pricing for Indian Subsidiaries
Every transaction between the Indian subsidiary and its foreign parent is an associated enterprise (AE) transaction under Sections 92A to 92F of the Income Tax Act 1961. This includes management fees, royalties, service charges, inter-company loans and corporate guarantees. Transfer pricing documentation is not optional; it is a Day-1 compliance requirement for foreign-owned subsidiaries.
Form 3CEB (TP audit report) is due by 31 October (extended to 30 November for transfer pricing cases). Every international transaction with an AE must be reported, regardless of value. The arm's length price must be documented using one of the prescribed methods (CUP, RPM, CPM, TNMM or PSM).
Requirement
Threshold
Form
TP Audit Report
All international transactions with AE
Form 3CEB
Master File
Group revenue > ₹500 crore AND intl transactions > ₹50 crore
Form 3CEAA/3CEAB
Country-by-Country Report (CbCR)
Group revenue > ₹6,400 crore
Form 3CEAD (Section 286)
IncorpX prepares transfer-pricing-ready books from incorporation and coordinates Transfer Pricing compliance with your tax audit (Form 3CA/3CD). This avoids costly retroactive documentation requests from the Transfer Pricing Officer.
Annual Compliance Calendar for Foreign-Owned Subsidiaries
A foreign-owned Indian subsidiary files with three regulators: MCA (company law), RBI (FEMA) and the Income Tax Department. Missing any deadline triggers penalties and, in severe cases, director disqualification or FEMA compounding proceedings.
The FLA Return (15 July) and FC-GPR (30 days from allotment) are the two most frequently missed filings by foreign-owned subsidiaries. Both are FEMA contraventions attracting penalties under Section 13 of FEMA 1999. IncorpX sets up automated deadline alerts for all FEMA and MCA filings from the date of incorporation.
Why Choose IncorpX for Your India Entry
IncorpX serves foreign companies entering India with a cross-border first-year programme that covers incorporation through post-incorporation FEMA and tax compliance. Our team includes practising Chartered Accountants with FEMA expertise, Company Secretaries for MCA filings and SEBI-registered Merchant Banker coordination for Rule 21 valuations. Here is what sets us apart.
A US-based SaaS company with $8M ARR incorporated its Indian WOS through IncorpX in 22 working days. The engagement covered: apostille coordination across 3 US states, DSC for 2 foreign directors via remote video KYC, SPICe+ Part A and Part B filing, AD Category I bank account with HDFC, Rule 21 DCF valuation at ₹10 lakh paid-up capital, FC-GPR filing on Day 28 (2 days before the deadline), FLA Return, GST registration and transfer-pricing-ready chart of accounts. Total cost: ₹62,999 (Foreign Entry Package) plus ₹4,200 government pass-throughs. The subsidiary began invoicing Indian clients within 30 days of the Certificate of Incorporation.
Regulation-Current Content
Every regulatory citation is updated to FY 2025-26: Angel Tax abolished, Equalisation Levy 2% abolished, 115BAB sunset, SC Nestle MFN ruling reflected.
Transparent 3-Layer Pricing
Professional fee, government fee and statutory pass-through disclosed before engagement. No hidden invoices. IncorpX starts at ₹1,999 with government fees billed at actuals.
Cross-Border First-Year Bundle
The Foreign Entry Package covers SPICe+ incorporation, FC-GPR, FLA, DCF valuation, DTAA advisory and transfer-pricing-ready books in one engagement for ₹49,999 to ₹79,999.
Primary-Source Citations
Every claim cited to Act section, Rule number, Circular number and date. We reference MCA, RBI, DPIIT and CBDT directly, not generic legal advice.
Nominee Resident Director Service
For foreign parents without a local hire on Day 1, IncorpX provides a nominee director meeting the 182-day residency test under Section 149(3).
1,200+ entities incorporated. Companies Act + FEMA compliant from Day 1. 100% filing accuracy guarantee.
Advantages and Disadvantages of an Indian Subsidiary
Advantages:
Separate Legal Entity: The subsidiary owns Indian assets, enters local contracts and operates independently. Parent liability is limited to the capital invested in the subsidiary.
Full Commercial Freedom: No activity restrictions. Unlike BO/LO/PO, a subsidiary can sell to Indian customers, hire employees, hold IP and bid for government contracts.
Lower Tax Rate (25.17%): Taxed as a domestic company at 22% under Section 115BAA (effective 25.17%), compared to 40%+ for branch offices.
100% FDI Automatic Route: Available in most sectors. No prior RBI or DPIIT approval needed. The investor remits, the company allots shares, and FC-GPR is filed within 30 days.
DTAA Benefits: Dividend TDS reducible to 5% to 15% under most DTAAs with TRC, Form 10F and No-PE declaration.
Perpetual Succession: The subsidiary continues operating beyond any change in the parent company's ownership, structure or jurisdiction.
Disadvantages:
Dual Regulatory Compliance: Foreign-owned subsidiaries face both Companies Act filings (MCA) and FEMA reporting (RBI). Compliance costs range ₹1 lakh to ₹3 lakh annually including statutory audit, ROC filings, FLA Return, FC-GPR and TP report.
Resident Director Requirement: Section 149(3) mandates at least one director with 182+ days India stay. Foreign parents without a local hire must use a nominee director service.
Rule 21 Valuation Cost: Every share issue to a non-resident requires a DCF valuation by a SEBI-registered Merchant Banker or CA. Professional fees range ₹15,000 to ₹50,000 per valuation event.
Longer Setup Timeline: At 18 to 30 working days (including apostille), the subsidiary setup takes longer than a branch office registered through an AD bank (4 to 6 weeks but with fewer regulatory steps).
Annual ROC filings, DIR-3 KYC, ADT-1, DPT-3 and income-tax return managed as a bundled service.
Frequently Asked Questions About Indian Subsidiary Registration
Below are 35 questions sourced from real search queries, MCA and RBI guidelines, and our experience registering 1,200+ foreign-owned entities. Each answer includes specific regulatory citations, ₹ amounts and filing deadlines.
An Indian subsidiary is a company incorporated in India under the Companies Act 2013 whose holding company controls more than 50% of its total voting power or the composition of its Board. Section 2(87) of the Companies Act 2013 contains the legal definition. When the parent is a foreign entity, the subsidiary is registered as a Private Limited Company and is governed jointly by the Companies Act, FEMA 1999 and the FDI Policy.
A Wholly-Owned Subsidiary is a company in which the foreign parent owns 100% of the issued share capital. Because Section 3 of the Companies Act 2013 requires a minimum of two members, the parent typically holds 99.99% and a single nominee shareholder holds one share. The WOS structure is permitted only in sectors that allow 100% FDI under the automatic or government route.
A holding company controls another entity; the controlled entity is the subsidiary. Per Section 2(87) read with Section 2(46) of the Companies Act 2013, control is established by owning more than half the voting power or by determining Board composition. Most foreign companies entering India set up an Indian subsidiary while remaining a foreign holding company themselves.
FC-GPR (Foreign Currency Gross Provisional Return) is the RBI form for reporting allotment of shares to a non-resident. It must be filed within 30 days of allotment via the Single Master Form on the RBI FIRMS portal, after first registering on the Entity Master. The filing requires the FIRC, KYC report, Rule 21 valuation and board resolution.
FC-TRS is the RBI form for reporting transfer of shares between a resident and a non-resident. It must be filed within 30 days of transfer through the FIRMS portal. The onus is on the resident party (transferor or transferee), and the form requires a valuation report, Form A2/FIRC and the share transfer deed.
The Foreign Liabilities and Assets (FLA) Return is an annual RBI return filed by every Indian entity that has received FDI or made ODI. It is due by 15 July each year via the RBI FLAIR portal, even if there is no fresh inflow. Non-filing is a FEMA contravention attracting penalty under Section 13 of FEMA 1999.
FIRMS (Foreign Investment Reporting and Management System) is the RBI portal hosting the Single Master Form (SMF), through which all FDI reportings such as FC-GPR, FC-TRS, ESOP and LLP-I/LLP-II are filed. Before filing FC-GPR, the Indian entity must first register on the Entity Master, an FDI-receiving entity registry within FIRMS.
Indian subsidiaries are domestic companies taxed at 22% under Section 115BAA of the Income Tax Act 1961, plus surcharge and 4% cess (effective rate 25.17%). The 15% concessional rate under Section 115BAB for new manufacturing companies sunset on 31 March 2024 and was not revived in Finance Act 2024 or Finance Act 2025.
Yes. Dividend Distribution Tax was abolished by Finance Act 2020. Dividends are now taxed in the shareholder's hands. For non-resident shareholders, TDS under Section 195 is 20% plus surcharge and cess, reducible to 10% or 15% under most DTAAs (US, UK, Singapore, Netherlands) on production of a Tax Residency Certificate, electronic Form 10F and No-PE declaration.
No. Section 56(2)(viib), commonly called Angel Tax, was abolished with effect from 1 April 2024 by Finance Act 2024 for all investor classes, including foreign investors. From AY 2025-26 onwards, share premium received by an Indian company from any investor is no longer taxable as income from other sources.
Partly. The 2% Equalisation Levy on e-commerce supply was abolished with effect from 1 August 2024 by Finance (No. 2) Act 2024. The 6% Equalisation Levy on online advertisement consideration paid to non-residents continues under Chapter VIII of the Finance Act 2016. Indian subsidiaries paying foreign parents for online ads must continue to deduct the 6% EL.
The Supreme Court in AO vs Nestle SA (19 October 2023) held that the Most-Favoured-Nation clause in India's DTAAs is not self-executing. To claim a beneficial rate via an MFN clause, India must issue a separate notification under Section 90 of the Income Tax Act 1961. Until then, the original treaty rate (typically 10% or 15%) applies.
Nine steps: (1) collect and apostille parent/director documents; (2) issue Class 3 DSCs; (3) reserve name via SPICe+ Part A; (4) draft MoA, AoA, AGILE-PRO-S and INC-9; (5) file SPICe+ Part B with stamp duty; (6) receive Certificate of Incorporation, CIN, PAN and TAN; (7) open AD Cat-I bank account and receive FIRC; (8) allot shares after Rule 21 DCF valuation; (9) file FC-GPR on FIRMS within 30 days. Total: 18 to 30 working days.
SPICe+ (INC-32) is the integrated MCA web form for company incorporation. Part A is for name reservation (2 to 4 working days). Part B handles incorporation plus integrated services: DIN allotment, PAN, TAN, EPFO, ESIC, GSTIN and Professional Tax. The linked filings INC-9, e-MoA (INC-33) and e-AoA (INC-34) are submitted alongside Part B.
No. DSCs are issued remotely after submission of an apostilled passport, address proof and a video KYC session. DIN is allotted within SPICe+ for up to three first-time directors without separate filing. Documents from Hague Apostille Convention members (US, UK, Singapore, Germany) must be apostilled; non-Hague countries (UAE, China) require Indian embassy attestation.
Apostille is a single-step certification under the Hague Convention 1961, recognised by 120+ member countries including the US, UK, Germany and Singapore. Consularisation requires notarisation, then Foreign Ministry attestation, then Indian embassy attestation. Apostille takes 2 to 5 working days; consularisation takes 7 to 15 working days.
End to end: 18 to 30 working days including the apostille cycle. SPICe+ Part A approval takes 2 to 4 days, Part B takes 5 to 7 days, bank account opening takes 5 to 10 days, and FC-GPR filing must be done within 30 days of share allotment. Hague Apostille countries reach incorporation faster; non-Hague consularisation can extend the pre-incorporation phase by 7 to 10 days.
Yes. Rule 21 of the FEM (Non-debt Instruments) Rules 2019 requires that shares issued to a non-resident be priced at not less than fair value computed using the DCF method by a SEBI-registered Merchant Banker or a Chartered Accountant. Under-pricing exposes the company to FEMA contravention penalty up to three times the sum involved under Section 13.
Yes. Profits are repatriated as dividends after corporate tax. No exchange-control approval is needed because dividend remittance is a current account transaction under FEMA. The company deducts TDS under Section 195 (20% or the lower DTAA rate on production of TRC, Form 10F and No-PE declaration) and the AD Cat-I bank remits against Form 15CA/15CB.
Key annual filings: AOC-4 and MGT-7 with RoC (October/November), DIR-3 KYC by 30 September, ADT-1 for auditor appointment, DPT-3 by 30 June, FLA Return by 15 July, corporate income-tax return by 31 October (30 November for TP cases), Form 3CEB for transfer pricing, and statutory audit under Section 143 of the Companies Act 2013.
IncorpX professional fees start at ₹1,999 (Starter Subsidiary) and go up to ₹49,999 to ₹79,999 for the Foreign Entry Package covering incorporation, FC-GPR, FLA and DTAA advisory. Government pass-throughs are extra: name approval ₹1,000, DSC ₹1,500 to ₹3,000 per director, state stamp duty ₹200 to ₹5,000+, apostille ~$50 to $150 per document. All three cost layers are disclosed before engagement.
Stamp duty varies by state of registered office: Maharashtra ~₹200 (MoA) + 0.2% of authorised capital (AoA), Karnataka ₹1,000 + ₹500 to ₹1,000, Delhi ₹200 + ₹200, Telangana ₹500 + 0.15%, Tamil Nadu ₹200 + ₹300, Gujarat ₹100 + ₹1,000, Uttar Pradesh ₹500 + 0.15%. Rates change without notice; IncorpX confirms exact duty at engagement.
Recurring post-incorporation costs include: FC-GPR filing (₹8,000 to ₹20,000 professional), Rule 21 DCF valuation (₹15,000 to ₹50,000 by Merchant Banker or CA), annual FLA Return (₹5,000 to ₹12,000), statutory audit, ROC annual filings (AOC-4 and MGT-7), DIR-3 KYC and corporate income-tax return. The Foreign Entry Package bundles first-year FEMA filings to avoid surprise invoices.
The package covers the cross-border first year end to end: SPICe+ incorporation, DSC for two directors, PAN/TAN/GST, FC-GPR filing on FIRMS, first FLA Return on FLAIR, DCF valuation coordination by a SEBI-registered Merchant Banker, DTAA advisory for one parent jurisdiction, transfer-pricing-ready books and one month of Virtual CFO. The price band reflects the parent jurisdiction and number of share-allotment events.
There is no statutory minimum paid-up capital. The Companies (Amendment) Act 2015 removed the earlier ₹1 lakh floor for Private Limited Companies. In practice, foreign subsidiaries are capitalised at ₹1 lakh to ₹10 lakh at incorporation, with subsequent infusions tied to operating runway and Rule 21 NDI valuation requirements for any share issue to the parent.
Yes. Section 149(3) of the Companies Act 2013 requires at least one director who has stayed in India for not less than 182 days during the financial year. The COVID era relaxation under MCA General Circular No. 11/2020 dated 25 March 2020 has expired and is not in force for FY 2025-26. IncorpX provides a nominee resident director service for clients without a local hire.
A Private Limited Company (the standard subsidiary vehicle) needs minimum 2 directors and 2 shareholders. At least one director must be an Indian resident under Section 149(3). The maximum is 200 shareholders. Directors and shareholders can be the same persons. A foreign corporate body can be a shareholder but cannot be a director (only natural persons can serve as directors).
Yes, if the subsidiary supplies taxable goods or services or its aggregate turnover exceeds ₹20 lakh (₹10 lakh for special category states) in a financial year. For most foreign-owned subsidiaries providing inter-company services or selling in the Indian market, GST registration is required from Day 1. GSTIN is auto-issued through SPICe+ Part B if opted during incorporation.
A subsidiary is a separate Indian legal entity registered under the Companies Act 2013 that can carry out any commercial activity allowed by its objects. A Branch Office is an extension of the foreign parent, registered under FEMA Master Direction on BO/LO/PO 2016, and is restricted to activities permitted by RBI such as export/import and professional consultancy. Subsidiaries enjoy limited liability; branches expose the parent to direct Indian liability.
Yes, in any sector that permits 100% FDI under the automatic route. The foreign parent holds 99.99% and one nominee holds one share to satisfy the two-member requirement. Sectors such as defence, telecom and broadcasting are subject to sectoral caps or the government route. Investments from the seven land-border countries (China, Bangladesh, Pakistan, Nepal, Myanmar, Bhutan, Afghanistan) require government approval under Press Note 3 of 2020.
Under the automatic route, no prior approval of RBI or DPIIT is required; the investor remits funds, the company allots shares, and FC-GPR is filed within 30 days. Under the government route, prior approval through the Foreign Investment Facilitation Portal (FIFP) is needed before investment. Government route approval takes 8 to 12 weeks. Press Note 3 of 2020 cases and notified sectors fall under the government route.
Per Press Note 3 of 2020 read with Rule 6(a) of the NDI Rules 2019, FDI from entities of countries sharing a land border with India can invest only under the Government Route. The seven countries are China, Bangladesh, Pakistan, Nepal, Myanmar, Bhutan and Afghanistan. The restriction applies where the beneficial owner is situated in or is a citizen of any such country, regardless of where the investing entity is incorporated.
The most common mistake is delaying Entity Master registration on the RBI FIRMS portal after incorporation. Based on our experience with 1,200+ entities, 40% of first-time foreign investors start Entity Master registration only after the bank account opens, losing 5 to 10 working days. Starting Entity Master registration the day the Certificate of Incorporation is issued creates a buffer before the 30-day FC-GPR deadline under Section 13 of FEMA 1999.
Yes. An NRI or OCI cardholder can invest in an Indian company on a non-repatriation basis under Schedule IV of the NDI Rules 2019 without RBI reporting, or on a repatriation basis under Schedule I with FC-GPR filing. NRIs holding 100% can structure a WOS. The key difference is that NRI investment on a non-repatriation basis does not trigger FC-GPR or FLA Return obligations.
Non-filing of the FLA Return by 15 July is a FEMA contravention under Section 13 of FEMA 1999. RBI can impose a penalty up to three times the sum involved or ₹2 lakh where the amount is not quantifiable, plus ₹5,000 per day of continuing default. IncorpX sets automated alerts and files the FLA Return for all foreign-owned subsidiaries as part of the annual compliance cycle.
The team was very responsive and helpful. I received daily updates from the WhatsApp group, and their guidance made everything much simpler to comprehend. If you want a simple and hassle-free way to launch your business, I would highly recommend them!
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Simon Job
4.9/5
I recently used IncorpX to register my limited liability partnership, and I had an amazing experience! There were no hidden fees, and the team was helpful, quick to respond, and open. They provided thorough explanations of each step, and their services are reasonably priced without sacrificing quality. The entire process was made simple by IncorpX's professionalism, attention to detail, and sincere support. Strongly advised!
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Jay R
4.8/5
The experience was flawless; the team completed each task with care and always responded quickly. Throughout the process, I never felt stuck. We would especially like to thank Saksham and Sriram for making everything run so smoothly! The IncorpX team offers extremely competitive pricing; anyone just starting out should definitely get in touch with them.
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Mohammed Affan
4.9/5
I'm really grateful to the wonderful team at IncorpX for helping bring my co-founder's and my dream to life. The whole process was super smooth - fast service, great support, and no hassles at all. I'd highly recommend IncorpX to any new entrepreneur or founder looking to register their company. Excited to continue working with them in the long run. Thank you, IncorpX!
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Riyom Taipodia
4.6/5
One of the best agency I have ever experienced. Team members are very friendly as if we know each other from before and came communicate and share easily. My work has been done in a very short period and I am so happy. Thank you so much.
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Ayyappa Swamy
5/5
Highly recommend... IncorpX services regarding incorporation of our company and roc filing and all are very impressive.. the team IncorpX is polite and friendly. Our Lands Time pvt ltd has incorporated through IncorpX... And thanks to IncorpX team..
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Ramesh Babu
4.9/5
Trouble free service, Rendering good co-operation for company incorporation. Trust worthy team to have better knowledge.
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Pravesh Kudesia
5/5
IncorpX is providing best service... And user experience! Thank You IncorpX Team
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Balaji Gutte
4.9/5
I recently got my Private Limited Company incorporated through IncorpX, and the experience was seamless! The team was professional, supportive, and quick to respond throughout the process. Highly recommend IncorpX for a smooth and stress-free company registration experience.
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Dia
5/5
I'd been planning to register my Private Limited Company for months but didn't know where to start - until I found IncorpX. The team guided me step by step, explained everything clearly, and completed the registration smoothly within the promised timeline. Their pricing was transparent with no hidden charges. Highly recommend IncorpX to anyone starting a business!
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