Indian Subsidiary Registration

The primary legislation governing Indian subsidiary registration India is the Companies Act, 2013. Specifically, the provisions relating to incorporation of a company are contained in Chapter II (Sections 3 to 22) of the Act. Additionally, the Foreign Exchange Management Act, 1999 (FEMA) and the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade (DPIIT) regulate foreign investment in the subsidiary. The subsidiary must also comply with the Income Tax Act, 1961 for tax purposes.

The Ministry of Corporate Affairs (MCA) is the nodal government department for Indian subsidiary registration India. The entire process of incorporation is conducted through the MCA's online portal, the MCA21 system, accessible at www.mca.gov.in. For foreign investment compliance, the Reserve Bank of India (RBI) and the DPIIT are also involved. The FDI policy and related forms are available on the DPIIT website.

The process for Indian subsidiary registration India involves the following steps:

1. Obtain Digital Signature Certificate (DSC) for the proposed directors.
2. Apply for Director Identification Number (DIN) for the directors.
3. Reserve the company name through the RUN (Reserve Unique Name) service on the MCA portal.
4. File incorporation documents (SPICe+ form) along with the Memorandum and Articles of Association.
5. Obtain Certificate of Incorporation from the Registrar of Companies (ROC).
6. Apply for Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).
7. Open a bank account in the name of the subsidiary.
8. Comply with FDI reporting by filing Form FC-GPR with the RBI within 30 days of allotment of shares.

The key forms for Indian subsidiary registration India are:

• SPICe+ (INC-32): Integrated incorporation form for company registration.
• RUN (Reserve Unique Name): For name reservation.
• INC-9: Declaration by subscribers and directors.
• INC-22: Notice of situation of registered office.
• INC-12: Consent to act as director.
• DIR-12: Particulars of appointment of directors.
• Form FC-GPR: For reporting allotment of shares to foreign investors.
• Form FC-TRS: For transfer of shares from resident to non-resident.

Any foreign company or individual can incorporate a subsidiary in India. There is no minimum capital requirement for a private limited company. However, the subsidiary must have at least two directors (one must be a resident Indian) and two shareholders. The foreign entity can hold 100% equity in most sectors under the automatic route, except for sectors where FDI is prohibited or subject to government approval.

The timeline for Indian subsidiary registration India depends on the completeness of documents and the speed of government processing. The process typically involves name reservation (1-2 days), document preparation (3-5 days), and incorporation approval (5-7 days). However, no specific timeline can be guaranteed as it varies by case.

The government fees for Indian subsidiary registration India are prescribed under the Companies (Registration Offices and Fees) Rules, 2014. The fees depend on the authorized capital of the company. Below is an indicative table of fees (in INR):

Additional costs include stamp duty (varies by state), professional fees for drafting documents, and fees for obtaining DSC and DIN.