Foreign Subsidiary Incorporation with Calzone
Seamless Business Expansion into India
Introduction
Expanding into India offers immense business opportunities due to its rapidly growing economy and consumer base. However, managing operations from abroad can be challenging, making the incorporation of a foreign subsidiary a strategic move.
At Calzone, we specialize in providing end-to-end solutions for foreign companies looking to establish a presence in India. From regulatory approvals to compliance management, we ensure a smooth transition into the Indian market.
What is a Foreign Subsidiary?
A foreign subsidiary is a company in which a foreign entity holds more than 50% of the share capital. In many cases, foreign businesses establish a Wholly Owned Subsidiary (WOS) in India, meaning 100% ownership is retained by the parent company.
Key Features of a Foreign Subsidiary in India
- Separate Legal Entity - Operates independently while being controlled by the parent company.
- Limited Liability - The foreign company's liability is limited to its investment in the subsidiary.
- Market Expansion - Allows direct access to Indian consumers and businesses.
- Tax Benefits - Subject to Indian corporate tax laws, which may be more favorable than direct foreign transactions.
- Regulatory Compliance - Must adhere to Companies Act, FEMA, RBI, and MCA guidelines.
Calzone helps foreign companies establish subsidiaries while ensuring full legal compliance and operational efficiency.
Why Register a Foreign Subsidiary in India?
Key Benefits:
- Strategic Market Expansion - Establish a local presence while maintaining global control.
- Reduced Tax Liabilities - Optimize tax structures through local corporate compliance.
- Ease of Operations - Conduct business directly in India without intermediaries.
- Global Brand Recognition - Leverage the parent company's reputation while operating locally.
- Attract Investment & Funding - Eligible for Indian government schemes and foreign investments.
Calzone provides expert guidance on structuring your subsidiary for long-term success.
Eligibility for Foreign Subsidiary Registration
Minimum Requirements:
- At least two shareholders (including the parent company).
- Minimum two directors, with at least one Indian resident director.
- No minimum capital requirement.
- Must comply with FEMA and RBI regulations.
Calzone assists in meeting all legal and regulatory criteria efficiently.
Documents Required for Foreign Subsidiary Registration
From the Foreign Parent Company:
- Certificate of Incorporation (Notarized/Apostilled).
- Memorandum & Articles of Association (Notarized/Apostilled).
- Resolution approving subsidiary incorporation in India (Notarized/Apostilled).
- ID proof of authorized representative (Notarized/Apostilled).
- List of company directors and shareholders.
For Indian Subsidiary:
- Proposed Name of the Company (As per MCA guidelines).
- Director Identification Number (DIN) for directors.
- Digital Signature Certificate (DSC) for directors.
- Registered Office Address Proof (Rental Agreement, Utility Bills, NOC from Owner).
- Identity & Address Proof of Directors and Shareholders (Passport, Aadhaar, Utility Bills).
Calzone ensures seamless document preparation and verification, avoiding unnecessary delays.
Step-by-Step Process for Foreign Subsidiary Incorporation in India
- Step 1: Name Approval (SPICe+ Part A)
- Reserve the company name through SPICe+ Form Part A.
- If using the parent company's name, submit:
- NOC from Parent Company
- Apostilled Charter of Foreign Company
- Apostilled Resolution from Foreign Company
- Step 2: Filing SPICe+ Part B
- Submit incorporation details, including:
- Director & Shareholder Information
- Registered Office Details
- MOA & AOA (Physical Copies Required)
- Declaration & Consent Forms
- Step 3: Submission of Linked Forms
- File AGILE-PRO-S Form for:
- GST Registration (Optional)
- EPFO & ESIC Registration (Mandatory)
- Professional Tax Registration (If Applicable)
- Bank Account Opening (Mandatory)
- Step 4: Obtain Certificate of Incorporation
- Upon approval, ROC issues the Certificate of Incorporation, along with:
- Corporate Identification Number (CIN)
- PAN & TAN
- Step 5: Post-Incorporation Compliance
- Mandatory Steps After Registration:
- File INC-20A - Declaration of Business Commencement.
- Receive Foreign Investment Inward Remittance Certificate (FIRC).
- Issue Share Certificates to Parent Company.
- File FC-GPR with RBI for foreign investment compliance.
- Update Statutory Records - Maintain shareholding and board resolutions.
Calzone ensures that your foreign subsidiary is fully compliant with all post-registration formalities.
Compliance Requirements for Foreign Subsidiaries
Annual & Regulatory Compliance:
- Annual General Meetings (AGM) - First AGM within 9 months of financial year-end.
- Board Meetings - Minimum 4 meetings per year.
- Filing of Audited Financials (AOC-4) - Submit financial statements & director’s report to ROC.
- Annual Return (MGT-7) - File company annual return.
- Tax Compliance - Corporate Tax, GST, and TDS filings.
- Related Party Transactions - Report all transactions between the parent company and subsidiary.
Calzone offers dedicated compliance management services, ensuring you meet all deadlines.
Why Choose Calzone for Foreign Subsidiary Registration?
- End-to-End Service - From registration to compliance, we handle everything.
- Regulatory Expertise - Navigate FEMA, RBI, and MCA regulations with ease.
- Fast & Hassle-Free Process - Save time with our streamlined documentation and approval process.
- Dedicated Compliance Support - Ensure tax, legal, and financial adherence post-incorporation.
- Transparent & Affordable Pricing - No hidden costs—just value-driven solutions.