Wholly-Owned Subsidiary Registration
Set up your Indian wholly-owned subsidiary with the right FDI route, foreign parent documents, resident director planning, MCA incorporation, PAN, TAN, bank account readiness, FEMA reporting, GST and ongoing ROC compliance from day one.
Build a legally clean Indian subsidiary before investment, contracts, hiring or revenue operations begin.
Wholly-owned subsidiary registration requires FDI route review, foreign parent legalised documents, Indian directors, registered office, shareholding structure, MCA filing, bank readiness, FEMA reporting and tax compliance planning.
What we review before WOS registration
Wholly-owned subsidiary setup depends on foreign parent jurisdiction, proposed Indian activity, FDI sector, shareholder structure, director residency, apostilled documents, registered office, banking, FEMA and tax exposure.
Enter India with full control, local legal identity and scalable compliance structure.
A wholly-owned subsidiary helps a foreign parent operate in India through a separate Indian company while maintaining ownership control, signing local contracts, hiring teams, invoicing customers and building a long-term market presence.
100% Ownership Planning
Structure foreign parent ownership and nominee requirements in line with Indian company law.
FDI Route Review
Check automatic route, approval route, sector caps, pricing and foreign investment reporting.
MCA Incorporation
Prepare name approval, SPICe+, MOA, AOA, DSC, DIN, PAN and TAN documents.
Bank Account Readiness
Organise bank KYC, parent company legalised documents and authorised signatory records.
Tax & Transfer Pricing
Plan GST, TDS, withholding tax, inter-company charges and transfer pricing documentation.
FEMA Compliance
Track FC-GPR, FLA, share transfers, remittances and RBI reporting requirements.
Documents needed for wholly-owned subsidiary registration.
The document list depends on foreign parent jurisdiction, shareholder structure and proposed activity, but these records are commonly required.
Foreign Parent Documents
- Certificate of incorporation of foreign parent
- Charter documents / MOA / AOA equivalent
- Board resolution for Indian subsidiary setup
- Authorised representative details
- Notarised / apostilled documents where required
Director & Shareholder Records
- Passport and address proof of foreign directors
- Indian resident director KYC documents
- DSC and DIN details where applicable
- Ultimate beneficial ownership details
- Shareholding ratio and subscription details
India Setup Inputs
- Proposed company names and main objects
- Registered office proof and owner NOC
- Authorised and paid-up capital details
- FDI sector and investment route details
- Banking, GST and compliance requirements
How CompanyJi prepares wholly-owned subsidiary registration.
We focus on FDI route review, parent document planning, MCA incorporation, bank readiness, FEMA reporting and compliance handover.
Entry Review
We review parent company, country, activity, sector, FDI route and India business model.
Document Planning
We prepare legalised parent, director, shareholder, office and authorisation checklist.
MCA Filing
We support name approval, incorporation forms, MOA, AOA, PAN, TAN and DSC steps.
Bank & FEMA
We map capital remittance, bank KYC, FC-GPR and foreign investment reporting.
Compliance Handover
We create ROC, FEMA, tax, GST, transfer pricing and annual filing calendar.
Wholly-Owned Subsidiary vs Branch Office vs Liaison Office vs Project Office.
The right India entry structure depends on revenue activity, ownership control, liability, tax exposure, funding route, approvals and long-term India expansion plans.
Wholly-Owned Subsidiary Registration FAQs
Category-wise answers covering India subsidiary basics, eligibility, documents, MCA process, FDI, FEMA, taxation, compliance and common foreign company setup mistakes.
Basics
Important wholly-owned subsidiary guidance.
A wholly-owned subsidiary is an Indian company whose entire shareholding is held by a foreign parent company or its permitted nominee arrangement, subject to Indian company law and FEMA rules.
It gives the foreign parent a separate Indian legal entity with strong control, local contracting ability, hiring capacity and scalable India operations.
Yes. A subsidiary is a separate Indian company, while a branch office is an extension of the foreign company and usually has activity restrictions.
Yes, once incorporated and properly registered, it can operate across India subject to GST, sector licences and local registrations.
Not always. Many sectors permit foreign investment under the automatic route, but sector caps, approval route and FEMA reporting must be checked.
Eligibility
Who can set up a wholly-owned subsidiary.
Foreign companies, overseas corporate groups and eligible non-resident investors can set up an Indian subsidiary subject to FDI, FEMA, sector and company law requirements.
In many sectors, 100% foreign ownership is allowed under the automatic route, but restricted sectors and approval conditions must be reviewed first.
Yes. An Indian company must satisfy resident director requirements under company law, so director planning is required before incorporation.
Yes. Foreign directors can be appointed if their KYC, DIN/DSC and documentation are properly completed.
A company structure needs statutory subscribers and proper shareholding documentation; nominee or second subscriber planning should be handled carefully.
Documents
Records commonly required.
Parent company incorporation proof, charter documents, board resolution, authorised representative details, director KYC, registered office proof and FDI details are commonly required.
Yes, many foreign documents require notarisation, apostille or consular attestation depending on the country and MCA requirements.
Yes. A board resolution authorising Indian subsidiary formation, share subscription and authorised signatory is usually required.
Ultimate beneficial ownership and control details may be required for MCA, bank KYC and compliance checks.
Yes. Registered office proof, utility bill and owner NOC or lease documents are generally required for incorporation.
Process
How incorporation moves.
CompanyJi reviews foreign parent documents, proposed activity, FDI route, shareholding structure, directors, registered office and compliance needs before filing.
Timeline depends on foreign document legalisation, name approval, MCA processing, DSC issuance, bank KYC and post-incorporation registrations.
Most steps can be coordinated remotely, but notarisation, apostille, bank KYC and document signing must be completed properly.
After incorporation, the company must handle bank account opening, capital remittance, FC-GPR reporting, GST, accounting and ROC compliance.
CompanyJi can help organise bank KYC documents and incorporation records; final account approval depends on bank policy.
FDI
Foreign investment and share capital.
FDI is the foreign parent investment into the Indian subsidiary through share capital or permitted instruments, subject to FEMA and sector rules.
Automatic route permits eligible foreign investment without prior government approval, subject to post-investment reporting and sector conditions.
Approval route requires prior government or regulatory approval before foreign investment can be made in certain sectors or situations.
Valuation and pricing rules may apply depending on the share issue, investor type and FEMA requirements.
FC-GPR is a FEMA reporting form filed after an Indian company issues shares to a foreign investor against foreign remittance.
FEMA
RBI and foreign exchange compliance.
FEMA regulates foreign investment, remittance, share issue, transfer, reporting and pricing for foreign-owned Indian companies.
Common filings may include FC-GPR, FLA return, share transfer reporting and other forms depending on the transaction.
Indian companies with foreign investment may need to file annual FLA return, subject to RBI requirements.
Delayed reporting may require late submission fee, compounding or corrective steps depending on the facts.
Yes. Royalties, service fees, reimbursements, dividends and management charges require FEMA and tax review.
Tax
Tax and registration readiness.
Yes. PAN and TAN are generated during incorporation and are required for tax, TDS and banking purposes.
GST depends on turnover, nature of supply, import-export, ecommerce, interstate supply and other GST rules.
Transfer pricing may apply to related-party international transactions between the Indian subsidiary and foreign group companies.
Yes. Cross-border payments such as royalty, technical fees, interest or dividends may require withholding tax review.
Yes. Indian companies generally require statutory audit and financial statements under company law.
Compliance
ROC, accounting and annual obligations.
Annual financial statements, ROC filings, statutory audit, income tax return, board records, registers and FEMA reporting may apply.
Yes. Board meetings and minutes must be maintained as per company law requirements.
Yes. Auditor appointment and audit compliance must be completed within prescribed timelines.
Yes. CompanyJi can support ROC, tax, FEMA, GST and annual compliance calendar management.
Missed filings can lead to additional fees, penalties, director compliance issues and due diligence problems.
Mistakes
Common setup mistakes.
The biggest mistake is incorporating without checking FDI route, sector restrictions, FEMA reporting, tax exposure and banking requirements.
Yes. Wrong objects or activity classification can affect FDI compliance, licences, GST and bank due diligence.
Yes. Foreign documents without proper legalisation can delay MCA filings, bank KYC and approvals.
Yes. Delayed foreign investment reporting may attract late fees, compounding or regulatory cleanup steps.
Yes. Related-party international transactions should be documented properly to reduce tax and audit risk.
Make your Indian subsidiary FDI-ready and compliance-ready.
Before document legalisation delays, banking KYC issues, FEMA reporting gaps or tax exposure slow your India expansion, prepare a clean wholly-owned subsidiary registration file with CompanyJi’s structured India-entry support.