Wholly-Owned Subsidiary (Private Limited) — India setup
Incorporate a 100 % foreign-owned Indian Private Limited Company under the automatic FDI route.
Fee
$1,500
Turnaround
15–21 working days
Own your India operation outright
A Wholly-Owned Subsidiary is how most serious foreign companies enter India. It is a 100% foreign-owned Indian private limited company — a separate Indian legal entity that you control entirely, that can hire, contract, invoice and bank in India, and that ring-fences your Indian operations from your parent. For technology, services, SaaS, manufacturing-support and most other sectors, full foreign ownership is permitted through the automatic route, meaning no prior government approval is needed before you invest.
Adv. Bhawna Yadav and her team set yours up end to end at a flat USD 1,500, and our office acts as your single point of contact in India throughout.
Why founders choose a subsidiary over a branch
A subsidiary is a distinct Indian company, which is exactly its advantage. Your liability is contained within it; your parent is not directly exposed to its debts and obligations. It can do the full range of business activity, not just the narrow set a branch office is restricted to. It can hire employees, grant them ESOPs, raise local debt, and one day be sold or spun off cleanly. And it presents to Indian customers, vendors and regulators as a local company, which removes a great deal of friction. For a business that intends to actually operate in India rather than merely represent its parent, the subsidiary is almost always the right vehicle.
The resident-director requirement
There is one structural rule worth understanding early: an Indian private limited company must have at least two directors, and at least one of them must be an Indian resident — a person who has stayed in India for 182 days or more in the previous financial year. This does not dilute your ownership in any way; you can still own 100% of the shares. It simply means one board seat must be filled by a resident. If you do not have a suitable person, a nominee resident director can be arranged through our network, with the commercial terms set out clearly upfront.
What setting up involves
We handle the full sequence for you: confirming your sector is on the automatic route, obtaining digital signatures and director identification for your directors, securing your company name, completing the incorporation, and obtaining the company's PAN and TAN so it is ready to open a bank account. Once your parent's investment comes in and shares are issued, we complete the FC-GPR reporting to the Reserve Bank of India within the 30-day window that the law requires. From your side, the main task is getting your parent-company documents apostilled in your home country against the checklist we provide.
Ongoing compliance, planned from day one
A subsidiary is a real company with real annual obligations — board meetings, annual filings, an audit, and the FEMA reporting that follows foreign investment. None of this is onerous when it is planned, and all of it is a problem when it is forgotten. We set out your compliance calendar at incorporation so you know what falls due and when, and we can carry the ongoing FEMA and annual compliance for you so your India entity simply stays in good standing while you focus on the business.
From the USA, UK, Singapore, UAE and beyond
We regularly incorporate Indian subsidiaries for US C-corps and LLCs, UK companies, Singapore and UAE holding structures, EU parents and individual foreign founders and NRIs. The process is the same wherever you are based; only the document apostille route differs by country, and we guide you through the one that applies to you. Whatever your home jurisdiction, you deal with a named Indian advocate and her team, at a flat fee, with no upselling.
Timeline and what to expect
A subsidiary typically takes around two to three weeks to incorporate once the documents are in order — faster than the office routes, because it does not depend on a prior regulatory approval. The critical path is usually the apostille of your home-country documents, which is why we send the checklist on day one and ask you to start that step immediately. While that is in progress, we complete the India-side preparation, so the moment your documents arrive the incorporation moves quickly. After incorporation, opening the bank account and bringing in your capital are the next steps, followed by the FC-GPR reporting once shares are issued.
Capital, tax and structuring
There is no meaningful minimum capital requirement for an Indian private limited company, so you can capitalise the subsidiary at the level your operations actually need rather than to hit a threshold. How much capital to inject, and whether to fund the entity through equity or a mix of equity and permitted debt, is worth a short conversation — it affects your tax position and how easily you can repatriate funds later. A subsidiary pays Indian corporate tax on its Indian profits, and dividends to the parent are subject to withholding; the exact treatment often depends on the tax treaty between India and your home country. We advise on the legal structure and coordinate with your tax advisor so the two fit together.
Hiring and operating once you're set up
A subsidiary can do everything an Indian company can: employ staff on Indian contracts, grant them ESOPs, sign customer and vendor agreements, register for GST, and build a genuine local operation. Many founders pair the incorporation with the supporting registrations a working company needs — GST, a digital signature for the directors, and the employment documentation for the first hires. We can handle these alongside the setup so your subsidiary is not just incorporated but operational, ready to trade from day one.
Why work with us on your subsidiary
You get a single, named Indian advocate and her team owning the entire setup, honest advice on whether a subsidiary is genuinely the right vehicle for your plans, a flat USD fee agreed before anything begins, and continuity afterwards through our ongoing compliance support. There is no upselling and no hand-off to a faceless team — across every time zone, you deal with the same people, in English.
What this fee covers
One flat, all-inclusive fee for the work below. You receive a written engagement letter with the scope and timeline before anything begins.
- Sector check and FDI-route confirmation (automatic vs approval)
- Two DSCs and two DINs (including foreign director, with apostilled passport)
- Name reservation via RUN / SPICe+ Part A
- SPICe+ Part B incorporation (MoA / AoA / Form INC-9 / AGILE-PRO)
- PAN, TAN, EPFO, ESIC, GSTIN and bank-account name allotment via AGILE-PRO
- FC-GPR filing on the RBI FIRMS portal within 30 days of share allotment
- Coordination with your AD-Category-I bank for the inward remittance
Documents required
All foreign-issued documents must be apostilled (Hague Convention countries) or notarised + consularised + MEA-attested (non-Hague countries). Non-English documents need a certified English translation.
- Apostilled Certificate of Incorporation of the parent entity
- Apostilled Charter / MoA / AoA / Bylaws of the parent entity
- Apostilled board resolution authorising the India entity and naming the Authorised Signatory
- Apostilled passport copies of every foreign director / designated partner / authorised representative
- Apostilled foreign-address proof of every foreign director (utility bill / bank statement ≤ 2 months old)
- Indian registered-office address proof: rent agreement + utility bill + NOC from owner
- PAN of every Indian-resident director
- Identification of the Indian-resident director (Aadhaar + voter ID / passport)
Statutory anchors
The statutes, RBI notifications and MCA forms this engagement operates under.
- Companies Act 2013 — §3 (formation), §149(3) (resident director), §379–393 (foreign companies)
- FEMA Notification 20(R)/2017 — FDI Rules
- Master Direction — Foreign Investment in India (RBI)
- SPICe+ filing via mca.gov.in
What we cannot do — and how we work around it
Indian-resident director / designated partner required (Companies Act §149(3); LLP Act §7).
How we work around it: Nominee resident director arrangement via vetted CAs / CSs, or a client-nominated resident contact.
FEMA inward remittance must route through an AD-Category-I bank — we are not a bank.
How we work around it: We coordinate with SBI / ICICI / HDFC / Axis forex desks on FC-GPR documentation and timelines.
Sectoral FDI caps may restrict the chosen structure (defence, insurance, retail, telecom etc.).
How we work around it: Pre-engagement sector check; mandates exceeding sectoral cap are declined or rerouted to a permitted structure.
DIN for foreign directors requires apostilled passport — adds 1–2 weeks vs purely resident incorporations.
How we work around it: We sequence apostille collection in parallel with name reservation so the critical path stays at 15–21 days.
FAQs
Does my US / UK / SG parent need to pre-approve anything before the share allotment?
For sectors on the automatic route (IT, SaaS, BPO, advisory, most services), no prior FDI approval is required. The Indian subsidiary issues shares against the inward remittance and files FC-GPR within 30 days. For sectors on the approval route, we file a Foreign Investment Facilitation Portal application before allotment.
Can I be the sole director?
No — Companies Act §149 requires at least two directors for a Pvt Ltd, and at least one must be an Indian-resident director. A nominee resident director can be appointed if you do not have a candidate locally.
What is the minimum capital?
There is no statutory minimum paid-up capital for a Pvt Ltd. Most foreign subsidiaries capitalise at USD 25,000–100,000 for operational headroom, but the legal minimum is effectively the value of one share.
Working with us from abroad
Setting up in a country you are not standing in is daunting, and the hardest part is rarely the law itself — it is not being able to see the process, judge the people, or know what is actually happening with your matter. Our whole approach is built to remove that distance. You deal with one named Indian advocate and her team, the same people from first enquiry to completion, who own your setup end to end and act as your single point of contact on the ground in India. You always know who is responsible, and you can reach them in English across any time zone.
Apostille and documents, by country
The one step that always sits with you is getting your home-country documents authenticated. For countries party to the Hague Convention — the USA, the UK, most of the EU, Singapore, Australia and many others — that means an apostille, obtained from the competent authority in your country. For non-Hague countries, it means notarisation followed by consular and ministry attestation. We send you a precise, country-specific checklist on day one, so you start that clock immediately and nothing is later rejected for a missing stamp. While your documents are being authenticated, we complete the India-side preparation in parallel, so the moment they arrive the matter moves quickly.
One flat fee, agreed in writing
Before anything begins, you receive a written engagement letter setting out the scope, the flat all-inclusive fee, the assumed timeline, and what is not included. The fee you agree is the fee you pay — there is no hourly billing, nothing added later, and no upselling. Adv. Bhawna Yadav is enrolled with the Bar Council of Madhya Pradesh, and Indian advocates may advise foreign clients on Indian law; for questions of your home-country law, we work alongside your local counsel and keep our scope to the Indian-law layer.