DOCUMENT REQUIRED

1.  Identity & Address Proof of Directors and Shareholders

• Passport (Mandatory for Foreign Directors & Shareholders) (Notarized/Apostilled)
• PAN Card (Mandatory for Indian Directors & Shareholders)
• Aadhaar Card / Voter ID / Driving License (For Indian Nationals)
• Recent Address Proof (Electricity Bill / Water Bill / Bank Statement – Not older than 2 months)

 

2.  Documents from the Parent Foreign Company

• Copy of Board Resolution passed by the parent company for subsidiary incorporation (Notarized/Apostilled)
• ID Proof of the Authorized Representative of the Foreign Company (Notarized/Apostilled, if not a resident of India)
• Certificate of Incorporation of the Parent Company (Notarized/Apostilled)
• Memorandum of Association (MOA) & Articles of Association (AOA) of the parent company (Notarized/Apostilled)
• Details of the Nominee Shareholder (If the subsidiary is a Wholly Owned Subsidiary (WOS))

 

3. Documents Required for Directors

• Identity Proof (Passport / PAN Card / Aadhaar Card)
• Address Proof (Latest Utility Bill / Bank Statement / Rental Agreement – Not older than 2 months)
• Digital Signature Certificate (DSC) of All Directors
• Director Identification Number (DIN) (Obtained through SPICe+ Form INC-32)
• Form DIR-2 (Consent to Act as Director) (Notarized/Apostilled if the director is a non-resident)
• Form INC-9 (Declaration by Subscribers & First Directors of the Company)

 

4. Registered Office Address Proof in India

• Rental Agreement (If the office is on rent)
• NOC (No Objection Certificate) from the Property Owner
• Latest Utility Bill (Electricity / Water / Property Tax Receipt – Not older than 2 months)

Step 1: Name Approval

• The first step in incorporating a foreign subsidiary in India is reserving the company name.
• A subsidiary company can use the same name as the parent company with the addition of “India” to it.
• The name must be:
  ✔ Unique and not identical to existing entities.
  ✔ Compliant with naming guidelines set by the Ministry of Corporate Affairs (MCA).

 

Step 2: Procurement of Digital Signature Certificate (DSC)

• Digital Signature Certificate (DSC) must be obtained for all proposed Directors of the company.
• DSC is mandatory for digitally filing the incorporation application and future regulatory filings.
• The DSC is issued by a government-approved certifying authority.

 

Step 3: Incorporation Application Filing

• The incorporation application is submitted online through SPICe+ (INC-32) Form on the MCA portal.
• This includes filing the Memorandum of Association (MOA) & Articles of Association (AOA) along with other required documents.

 

List of Incorporation Documents to be Executed

• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Declaration by Directors (Form DIR-2)
• Declaration of Directors, Shareholders & Authorized Representative (Form INC-9)
• PAN Undertaking from the Foreign Company & Directors

 

Authentication of Documents (For Foreign Nationals & Entities)

• If the documents are signed outside India:
• They must be notarized by a Public Notary in the resident country.
• They should be consularized or apostilled as per international authentication rules.

 

If the documents are signed in India:

• A copy of the Visa & stamped passport is required to prove the signatory’s presence in India at the time of signing.

 

If the subscriber is a foreign entity:

• The incorporation documents must be signed by the authorized representative of the parent company.
• An Authorization Letter specifying the authorized person’s name & number of shares subscribed should be notarized, consularized, or apostilled in the parent company’s home country.

 

Step 4: Issuance of Incorporation Certificate (CIN, PAN & TAN)

• Once the application is approved, the Registrar of Companies (ROC) will issue:
  ✔ Certificate of Incorporation with a Corporate Identification Number (CIN).
  ✔ Permanent Account Number (PAN) of the company.
  ✔ Tax Deduction & Collection Account Number (TAN).

 

Post-Incorporation Procedure for Foreign Subsidiary in India

After successfully incorporating a foreign subsidiary in India, the company must comply with various post-incorporation legal and regulatory requirements to remain compliant with Indian laws.

 

1  Receipt of Subscription Money

• The foreign holding company must transfer the subscription money to the subsidiary company’s bank account in India as per the investment agreement.
• This amount is treated as Foreign Direct Investment (FDI).

 

2. Filing of e-Form INC-20A (Declaration of Business Commencement)

• The subsidiary company must file INC-20A with the Registrar of Companies (ROC).
• This is a mandatory compliance step to confirm that the company has received its subscription amount and is ready to commence business.

 

3. Collection of Foreign Inward Remittance Certificate (FIRC)

• The company must obtain a Foreign Inward Remittance Certificate (FIRC) from its bank.
• This certificate acts as proof of the foreign investment received from the parent company.

 

4. Issuance of Share Certificates to Subscribers

• The foreign subsidiary must issue share certificates to the subscribers (foreign holding company) within 60 days of incorporation.
• These shares represent ownership in the Indian subsidiary by the foreign parent company.

 

5. Filing of FC-GPR with RBI (For FDI Reporting)

• The subsidiary must file Form FC-GPR (Foreign Currency- Gross Provisional Return) with the Reserve Bank of India (RBI).
• This filing reports the issuance of shares against the foreign investment received.
• Filing must be done through the FIRMS Portal of RBI within 30 days of share allotment.

 

6. Filing of Form FC-1 (For Place of Business Establishment)

• If the subsidiary has set up a place of business in India, Form FC-1 must be filed with the ROC within 30 days along with the required documents.
• This compliance ensures that the business is legally recognized under Indian corporate law.

The following are the more important compliances that have to be met by the foreign subsidiary company as per Section 380 and 381 of the Companies Act, 2013:

 

Form FC-1 under Section 380: The FC-1 form is important as the form has to be filed within thirty days of the incorporation of the subsidiary company in India. The form is not to be submitted alone, it must be accompanied by the required files, certifications etc. from other regulatory bodies in India such as the RBI.

 

Form FC-3 under Section 380: This form needs to be submitted to the respective Registrar of Companies (ROC) depending upon where the company is incorporated in India. The form must contain the details of the areas where the business is going to conduct operations as well as the financial records of the company.

 

Form FC-4 under Section 381: This form is concerned with the annual returns of the company. It has to be filed within sixty days from the end of the preceding financial year.
Financial statements: The company has to submit financial statements on its Indian business and operations. This must be submitted within six months of the end of the financial year. They must contain: – Statements on the transfer of funds – Statements of earnings repatriated – Statements on related party transactions such as statements on sales, transfer of property, purchases etc.

 

Audit of accounts: All accounts of the foreign subsidiary company must be audited by a Practising Chartered Accountant. These accounts should be properly arranged and made available by the company for the audit.

 

Authentication and translation of documents: All the documents that are submitted by the company to the ROC must be validated by a practising lawyer in India. These documents also need to be translated into English before its validation and submission.

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