
To set up a subsidiary company in India, you'll need to register it with the Registrar of Companies (RoC) in the state where the company will be located.
The process typically starts with obtaining a Digital Signature Certificate (DSC) from a licensed certifying authority.
You'll also need to submit a Memorandum of Association (MoA) and Articles of Association (AoA) to the RoC, which outline the company's purpose, structure, and management.
The MoA must be signed by at least two subscribers in the presence of at least one witness, and the AoA must be signed by at least one director.
The company's name must also be approved by the RoC, which may take up to 2-3 working days.
Once the registration process is complete, you'll need to obtain a Permanent Account Number (PAN) and a Tax Deduction and Collection Account Number (TAN) from the Income Tax Department.
You'll also need to open a bank account in the company's name and obtain a Unique Identification Number (UIN) from the Reserve Bank of India (RBI).
The entire process can take around 10-15 working days, depending on the speed of the application and the efficiency of the authorities involved.
Setting Up a Subsidiary in India
Setting up a subsidiary in India can be a lengthy and difficult procedure, but with the right information, you can navigate it smoothly. The first step is to decide which legal structure to form as a subsidiary, either a private limited subsidiary or a public limited subsidiary.
To incorporate a wholly-owned subsidiary in India, you'll need to apply for a Director Identification Number (DIN) and a Digital Signature Certificate (DSC). You'll also need to check for name availability and register the company name via the Registrar of Companies (ROC).
Here's a brief overview of the steps involved in setting up a subsidiary in India:
- Apply for DIN and DSC
- Check for name availability and register the company name
- Finalise the Memorandum of Association and Articles of Association
- Submit online incorporation application (Spice+)
- Obtain Company Incorporation Certificate
- Register for GST and obtain PAN
After incorporation, you'll need to create a company seal and letterheads, and finalise a statutory auditor to audit your books of accounts. With these steps in place, you'll be well on your way to setting up a successful subsidiary in India.
What is a Wholly Owned Subsidiary
A wholly-owned subsidiary is a company that is fully controlled by its parent company, which can be a foreign entity. In India, foreign companies can set up wholly-owned subsidiaries.
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Foreign companies can establish wholly-owned subsidiaries in India, but there are certain restrictions. The Indian government places these restrictions in specific sectors.
Setting up a wholly-owned subsidiary in India can be a complex process. However, it offers several benefits, including access to the Indian market and resources.
Foreign companies must comply with Indian laws and regulations when setting up a wholly-owned subsidiary. This includes obtaining necessary licenses and permits.
The Indian government's restrictions on foreign companies creating wholly-owned subsidiaries in certain sectors can be a challenge. However, it's essential to understand these restrictions to avoid potential issues.
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Why Setup a Subsidiary in India
Setting up a subsidiary in India is a great way to expand your business, and for good reason. It gives you complete control over the subsidiary's activities and decisions.
One of the biggest advantages of having a wholly-owned subsidiary in India is direct access to the country's large and growing market. This can be a huge boon for businesses looking to tap into India's vast consumer base.
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A subsidiary's liability is limited, which means the parent company's assets are protected. This is a big plus for businesses that are concerned about risk.
Having a subsidiary in India also gives you the strategic flexibility to carry out your company's strategies without outside interference. This means you can make decisions quickly and adapt to changing circumstances.
Setting up a subsidiary in India can also provide access to a variety of tax benefits and perks under Indian laws. This can help reduce your company's tax liability and increase your bottom line.
Here are some of the key benefits of setting up a wholly-owned subsidiary in India:
- Complete control over the subsidiary's activities and decisions
- Direct access to India's large and growing market
- Limited liability, protecting the parent company's assets
- Strategic flexibility to carry out the parent company's strategies
- Tax advantages under Indian laws
- Protection of intellectual property and brand identity
- Ease of hiring local talent and building a competitive workforce
Pre-Registration Process
To set up a subsidiary company in India, you'll need to go through a pre-registration process that involves several steps. You must decide which legal structure to form as a subsidiary, whether a private limited subsidiary or a public limited subsidiary.
First, you'll need to apply and obtain a Director Identification Number (DIN). This is a mandatory step that requires you to provide personal details and other information.
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Next, you'll need to apply and obtain a Digital Signature Certificate (DSC). This is an electronic signature that will be used to authenticate documents and other communications.
After that, you'll need to check for name availability and register the company name via the Registrar of Companies (ROC). Make sure to choose a unique and memorable name that reflects your company's brand and values.
You'll also need to finalize the Memorandum of Association and Articles of Association, which are the foundational documents that outline your company's structure, purpose, and operations.
Here's a summary of the pre-registration process:
By completing these pre-registration steps, you'll be well-prepared to incorporate your subsidiary company in India and start doing business.
Registration Process
The registration process for setting up a subsidiary company in India involves several steps that can be completed online. You'll need to apply for a Director Identification Number (DIN) and a Digital Signature Certificate (DSC) for each director.
The first step is to decide on a unique and compliant name for your subsidiary company, which can be checked on the Ministry of Corporate Affairs (MCA) portal. You'll also need to obtain a PAN, TAN, and register for taxes like GST and corporate income tax.
To register your subsidiary company, you'll need to file the Memorandum of Association (MOA) and Articles of Association (AOA) on the MCA portal, along with various other documents. The incorporation process typically takes 12-15 business days, and the cost includes professional fees and government fees for up to a capital of USD 5000.
Here's a breakdown of the costs and timeline:
Once your subsidiary company is registered, you'll need to open a bank account, which can be done remotely and takes 2 weeks. You'll also need to register for tax and other compliance purposes, including obtaining a Permanent Account Number (PAN) and a Tax Deduction and Collection Account Number (TAN), as well as registering for various taxes like GST and corporate income tax.
The registration process for a subsidiary company in India can be complex, but with the right guidance, it can be a smooth and successful endeavor. It's essential to follow the steps outlined above and ensure that all necessary documents are in order to avoid any delays or issues.
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Post-Registration Requirements
After registering your subsidiary company in India, there are several post-registration requirements to fulfill. You must hold your first Board of Directors meeting within 30 days of incorporation.
To manage your financial transactions, you'll need to open a designated corporate bank account. This is a mandatory requirement, and you cannot conduct transactions in the name of individuals.
You must update your registered office address within 15 days of incorporation. This information will be displayed outside every other place your company operates, so make sure it's accurate and up-to-date.
Your company must display its registered name, registered office address, corporate identification number (CIN), contact details, and Goods & Services Tax (GST) identification number (if any) outside every other place it conducts its operations.
You'll need to appoint a statutory auditor within 30 days of incorporation. If you fail to do so, your members must appoint an auditor at an Extraordinary General Meeting (EGM) within 90 days of incorporation.
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Every director must disclose their interests in other companies (Indian + Foreign companies), firms, or associations by providing a written notice in Form MBP 1.
Here's a summary of the key post-registration requirements:
Frequently Asked Questions
Is a subsidiary 100% owned?
A wholly-owned subsidiary is 100% owned by its parent company, but other subsidiaries can have less than 100% ownership with at least 51% parent ownership.
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