How to Register a Foreign Subsidiary (WOS) in India — Step-by-Step Guide 2026
Setting up a subsidiary is the most common way for a foreign company to establish a real, revenue-earning presence in India. A wholly owned subsidiary (WOS) — an Indian private limited company owned 100% by the foreign parent — gives you a separate legal entity, limited liability, and clean FEMA compliance. This guide walks through exactly how to register one in 2026: the documents, the FDI route, the timeline, the mandatory RBI filing, and what it costs.
If you already know the structure you want and just need the numbers, you can jump straight to our foreign subsidiary setup cost estimator for an itemised figure.
What is a wholly owned subsidiary (WOS)?
A WOS is an Indian company incorporated under the Companies Act 2013 in which a foreign company holds the entire shareholding (directly, or with a nominee holding a single share to meet the two-shareholder minimum). Unlike a branch or liaison office, a WOS is a separate Indian legal entity — it can earn income, sign contracts, hire employees, raise equity and repatriate profits, while shielding the parent from Indian liabilities.
Most foreign companies entering India for long-term operations choose a WOS over a branch, liaison or project office. If you’re still deciding, a comparison of India entry structures helps — but for building an actual India business, the WOS is almost always the right call.
Is 100% foreign ownership allowed?
In most sectors, 100% FDI is permitted under the automatic route, meaning no prior government approval is needed. A minority of sectors have caps or require government approval — for example multi-brand retail, defence, insurance, telecom, print media and broadcasting. A few are prohibited outright (lottery, gambling, chit funds, Nidhi companies, atomic energy). Investors from Pakistan and Bangladesh require prior government security clearance for all sectors.
The single most important thing to confirm before you invest is your sector’s FDI route and cap. Get this wrong and the whole timeline changes.
Documents you’ll need
From the parent company (all notarised and apostilled in the home country — or attested by the Indian embassy if the country isn’t a Hague Convention member):
- Certificate of incorporation and charter documents (MoA/AoA equivalent)
- A board resolution authorising the Indian investment and the subscription to shares
From each proposed director:
- Passport (apostilled, for foreign nationals), address proof and a photograph
- These are needed to obtain a Digital Signature Certificate (DSC) and Director Identification Number (DIN)
For the Indian registered office: proof of address (a recent utility bill) and a no-objection certificate from the premises owner. A virtual office is acceptable for registration.
The resident director requirement
Every Indian company must have at least one director who is resident in India — someone who has stayed in India for 182 days or more in the previous financial year (Section 149(3)). A foreign WOS typically meets this by hiring an Indian country manager as director, appointing a professional nominee resident director, or relocating a parent-company employee. Plan for this early; it’s a common last-minute blocker.
Step-by-step: registering your WOS
Step 1 — Name reservation & DSC (3–7 days). Reserve the company name via the MCA’s RUN or SPICe+ Part A, and obtain Class-3 DSCs for the directors. Apostilled passports are needed for foreign directors’ DSCs.
Step 2 — Incorporate via SPICe+ (7–15 days). File the SPICe+ form with the MoA, AoA and subscriber sheet signed by the foreign parent. PAN and TAN are allotted automatically with the certificate of incorporation. Note that incorporation carries zero MCA filing fee for authorised capital up to ₹15 lakh — you can check the exact government fees on our MCA fee calculator.
Step 3 — FDI inflow & FC-GPR (15–30 days). The parent remits the share capital through banking channels and obtains a Foreign Inward Remittance Certificate (FIRC). You must then file Form FC-GPR with the RBI through your AD bank within 30 days of share allotment to report the FDI. This is the single most-missed FEMA deadline — a delay triggers a compounding application and penalty.
Step 4 — Commencement, bank account & registrations (30–60 days). File Form INC-20A (declaration of commencement of business) within 180 days, open a current bank account, appoint a statutory auditor (Form ADT-1), and register for GST if applicable.
Working end to end, most subsidiaries are fully set up — including FC-GPR — within about 6 to 8 weeks of engagement. The main variable is how quickly the home-country documents are apostilled.
Ongoing compliance (don’t overlook this)
A WOS files the same annual compliances as any Indian private limited company, plus FEMA requirements:
- Companies Act: AOC-4, MGT-7, ADT-1, DIR-3 KYC — track deadlines on our ROC filing due date & late fee calculator.
- FEMA: the annual FLA return by 15 July (foreign liabilities and assets), and FC-TRS for any future share transfers.
- Income tax & transfer pricing: an Indian subsidiary is a domestic company and can opt for the concessional regime under Section 115BAA (effective ~25.17%). Any transactions with the parent above ₹1 crore need a Form 3CEB transfer-pricing report.
How much does it cost?
Total first-year cost is the sum of government fees, professional/CA fees, apostille costs, a registered office, FC-GPR filing and first-year compliance. It varies with your investment size, sector and the state of registration. Rather than quote a single number, use our foreign subsidiary setup cost estimator — it produces an itemised breakdown for your exact situation, or talk to a TAXAJ FEMA specialist for a fixed quote.
Frequently asked questions
How long does it take to register a foreign subsidiary in India?
Once the parent’s documents are apostilled and the directors’ KYC is ready, incorporation typically completes in about 2–4 weeks, and the full process including FC-GPR in around 6–8 weeks. The main variable is the speed of legalising home-country documents.
Can a foreign national be a director of an Indian subsidiary?
Yes. Foreign nationals can be directors and hold shares, but the company must have at least one director resident in India (182+ days in the previous financial year). A nominee resident director can be arranged if needed.
Which FEMA filings must a foreign subsidiary complete?
The two key ones are FC-GPR — reporting the FDI to the RBI within 30 days of allotting shares — and the annual FLA return, due by 15 July each year. Missing these attracts penalties under FEMA 1999.
Can profits be repatriated to the parent abroad?
Yes. After Indian taxes, profits can be freely repatriated under FEMA through dividends, royalties or technical fees, subject to withholding tax and Form 15CA/15CB. There is no lock-in on dividend repatriation.
TAXAJ is a chartered-accountancy and FEMA advisory firm that has helped 50+ foreign companies set up subsidiaries, branch and liaison offices in India — end to end, from incorporation and FC-GPR to annual compliance. Estimate your setup cost or book a consultation.
