Complete Wholly-Owned Subsidiary Registration Guide

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.

Subsidiary Readiness Check

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.

FDI route, sector caps, approval requirement and proposed Indian business activity review.
Foreign parent documents, board resolution, authorised representative, shareholder and UBO details.
Indian company incorporation, resident director, registered office, PAN, TAN and bank KYC planning.
Capital remittance, FC-GPR, FLA, transfer pricing, GST and annual ROC compliance calendar.
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    🔒 Confidential✓ No hidden fees✓ No obligation
    Why Wholly-Owned Subsidiary Registration Matters

    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.

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    100% Ownership Planning

    Structure foreign parent ownership and nominee requirements in line with Indian company law.

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    FDI Route Review

    Check automatic route, approval route, sector caps, pricing and foreign investment reporting.

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    MCA Incorporation

    Prepare name approval, SPICe+, MOA, AOA, DSC, DIN, PAN and TAN documents.

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    Bank Account Readiness

    Organise bank KYC, parent company legalised documents and authorised signatory records.

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    Tax & Transfer Pricing

    Plan GST, TDS, withholding tax, inter-company charges and transfer pricing documentation.

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    FEMA Compliance

    Track FC-GPR, FLA, share transfers, remittances and RBI reporting requirements.

    Documents Required

    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
    5-Step Process

    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.

    01

    Entry Review

    We review parent company, country, activity, sector, FDI route and India business model.

    02

    Document Planning

    We prepare legalised parent, director, shareholder, office and authorisation checklist.

    03

    MCA Filing

    We support name approval, incorporation forms, MOA, AOA, PAN, TAN and DSC steps.

    04

    Bank & FEMA

    We map capital remittance, bank KYC, FC-GPR and foreign investment reporting.

    05

    Compliance Handover

    We create ROC, FEMA, tax, GST, transfer pricing and annual filing calendar.

    Compare Before Choosing

    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.

    Structure
    Purpose
    Main Benefit
    Key Caution
    Wholly-Owned Subsidiary
    Full India business operations with foreign control
    Separate legal entity, scalable contracts, hiring and revenue operations
    ROC, FEMA, tax, audit and transfer pricing compliance apply
    Branch Office
    Limited approved activities of foreign parent
    Direct extension of parent for permitted activities
    Activity restrictions and approval conditions may apply
    Liaison Office
    Representation and market coordination
    Useful for market research and communication
    Cannot generally conduct revenue-generating business
    Project Office
    Execution of specific India project
    Useful for contract-specific presence
    Limited to project scope and compliance conditions
    Everything you need to know

    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.

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    Basics

    Important wholly-owned subsidiary guidance.

    What is a wholly-owned subsidiary in India?+

    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.

    Why do foreign companies choose a wholly-owned subsidiary?+

    It gives the foreign parent a separate Indian legal entity with strong control, local contracting ability, hiring capacity and scalable India operations.

    Is a wholly-owned subsidiary different from a branch office?+

    Yes. A subsidiary is a separate Indian company, while a branch office is an extension of the foreign company and usually has activity restrictions.

    Can a wholly-owned subsidiary do business across India?+

    Yes, once incorporated and properly registered, it can operate across India subject to GST, sector licences and local registrations.

    Is RBI approval always required for a wholly-owned subsidiary?+

    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.

    Who can register a wholly-owned subsidiary in India?+

    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.

    Can a foreign company hold 100% shares?+

    In many sectors, 100% foreign ownership is allowed under the automatic route, but restricted sectors and approval conditions must be reviewed first.

    Is an Indian resident director required?+

    Yes. An Indian company must satisfy resident director requirements under company law, so director planning is required before incorporation.

    Can foreign directors be appointed?+

    Yes. Foreign directors can be appointed if their KYC, DIN/DSC and documentation are properly completed.

    Can one foreign parent be the only shareholder?+

    A company structure needs statutory subscribers and proper shareholding documentation; nominee or second subscriber planning should be handled carefully.

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    Documents

    Records commonly required.

    What documents are required for wholly-owned subsidiary registration?+

    Parent company incorporation proof, charter documents, board resolution, authorised representative details, director KYC, registered office proof and FDI details are commonly required.

    Do foreign documents need apostille?+

    Yes, many foreign documents require notarisation, apostille or consular attestation depending on the country and MCA requirements.

    Is board resolution of foreign parent required?+

    Yes. A board resolution authorising Indian subsidiary formation, share subscription and authorised signatory is usually required.

    Are UBO details required?+

    Ultimate beneficial ownership and control details may be required for MCA, bank KYC and compliance checks.

    Is Indian office proof mandatory?+

    Yes. Registered office proof, utility bill and owner NOC or lease documents are generally required for incorporation.

    Process

    How incorporation moves.

    How does CompanyJi start wholly-owned subsidiary registration?+

    CompanyJi reviews foreign parent documents, proposed activity, FDI route, shareholding structure, directors, registered office and compliance needs before filing.

    How long does subsidiary incorporation take?+

    Timeline depends on foreign document legalisation, name approval, MCA processing, DSC issuance, bank KYC and post-incorporation registrations.

    Can the process be handled remotely?+

    Most steps can be coordinated remotely, but notarisation, apostille, bank KYC and document signing must be completed properly.

    What happens after incorporation?+

    After incorporation, the company must handle bank account opening, capital remittance, FC-GPR reporting, GST, accounting and ROC compliance.

    Can CompanyJi help with bank account support?+

    CompanyJi can help organise bank KYC documents and incorporation records; final account approval depends on bank policy.

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    FDI

    Foreign investment and share capital.

    What is FDI in a wholly-owned subsidiary?+

    FDI is the foreign parent investment into the Indian subsidiary through share capital or permitted instruments, subject to FEMA and sector rules.

    What is automatic route?+

    Automatic route permits eligible foreign investment without prior government approval, subject to post-investment reporting and sector conditions.

    What is approval route?+

    Approval route requires prior government or regulatory approval before foreign investment can be made in certain sectors or situations.

    Is valuation required for share issue?+

    Valuation and pricing rules may apply depending on the share issue, investor type and FEMA requirements.

    What is FC-GPR filing?+

    FC-GPR is a FEMA reporting form filed after an Indian company issues shares to a foreign investor against foreign remittance.

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    FEMA

    RBI and foreign exchange compliance.

    Why is FEMA compliance important?+

    FEMA regulates foreign investment, remittance, share issue, transfer, reporting and pricing for foreign-owned Indian companies.

    What FEMA filings apply after investment?+

    Common filings may include FC-GPR, FLA return, share transfer reporting and other forms depending on the transaction.

    Is FLA return required?+

    Indian companies with foreign investment may need to file annual FLA return, subject to RBI requirements.

    Can delayed FEMA filing be corrected?+

    Delayed reporting may require late submission fee, compounding or corrective steps depending on the facts.

    Are cross-border payments regulated?+

    Yes. Royalties, service fees, reimbursements, dividends and management charges require FEMA and tax review.

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    Tax

    Tax and registration readiness.

    Does a wholly-owned subsidiary need PAN and TAN?+

    Yes. PAN and TAN are generated during incorporation and are required for tax, TDS and banking purposes.

    Is GST required?+

    GST depends on turnover, nature of supply, import-export, ecommerce, interstate supply and other GST rules.

    Does transfer pricing apply?+

    Transfer pricing may apply to related-party international transactions between the Indian subsidiary and foreign group companies.

    Is withholding tax relevant?+

    Yes. Cross-border payments such as royalty, technical fees, interest or dividends may require withholding tax review.

    Does the subsidiary need audit?+

    Yes. Indian companies generally require statutory audit and financial statements under company law.

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    Compliance

    ROC, accounting and annual obligations.

    What annual compliance applies to a wholly-owned subsidiary?+

    Annual financial statements, ROC filings, statutory audit, income tax return, board records, registers and FEMA reporting may apply.

    Are board meetings required?+

    Yes. Board meetings and minutes must be maintained as per company law requirements.

    Is auditor appointment required?+

    Yes. Auditor appointment and audit compliance must be completed within prescribed timelines.

    Can CompanyJi maintain compliance calendar?+

    Yes. CompanyJi can support ROC, tax, FEMA, GST and annual compliance calendar management.

    What if ROC filings are missed?+

    Missed filings can lead to additional fees, penalties, director compliance issues and due diligence problems.

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    Mistakes

    Common setup mistakes.

    What is the biggest subsidiary setup mistake?+

    The biggest mistake is incorporating without checking FDI route, sector restrictions, FEMA reporting, tax exposure and banking requirements.

    Can wrong business activity create issues?+

    Yes. Wrong objects or activity classification can affect FDI compliance, licences, GST and bank due diligence.

    Can missing apostille delay incorporation?+

    Yes. Foreign documents without proper legalisation can delay MCA filings, bank KYC and approvals.

    Is delaying FC-GPR risky?+

    Yes. Delayed foreign investment reporting may attract late fees, compounding or regulatory cleanup steps.

    Can weak transfer pricing documentation create risk?+

    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.