Can a foreign company wholly own an Indian subsidiary?

Yes. FDI up to 100% is permitted under the Automatic Route for most sectors under Schedule I of FEMA (Non-Debt Instruments) Rules, 2019. For sectors on the Government route (e.g. defence beyond 74%, broadcasting, insurance beyond 74%), prior Government approval is required.

Foreign Currency-Gross Provisional Return — Form FC-GPR is filed with RBI (on FIRMS portal — fir.rbi.org.in) within 30 days of allotment of shares to a non-resident investor. Documents required: FIRC, valuation report, Board resolution, declaration of FEMA compliance.

Foreign Inward Remittance Certificate — issued by the Indian bank receiving the foreign inward remittance. It is mandatory evidence for FC-GPR filing — proves the foreign funds have actually been received in India.

Is valuation report mandatory?

Yes. Issue of shares to non-resident must be at a price not less than the fair value determined by SEBI-registered Category-I Merchant Banker or by a CA using DCF method or comparable company method (FEMA (Transfer or Issue of Security) Regulations, 2017, Regulation 13).

Which sectors prohibit FDI?

Schedule I of FEMA (Non-Debt Instruments) Rules, 2019 prohibits FDI in: lottery, gambling/betting, chit funds, nidhi companies, trading in TDRs, real estate (other than townships), tobacco/cigar manufacturing, agricultural/plantation activities (except controlled conditions). Some sectors have caps (defence 74%, insurance 74%, print media 26%, etc.).

Foreign Liabilities and Assets return — annual return filed with RBI by 15 July on FIRMS portal by every Indian entity receiving FDI or making overseas investment. Captures details of foreign equity, debt, and other liabilities.

What is the penalty for non-filing of FC-GPR?

Under Section 13(1) of FEMA, 1999, contravention attracts penalty up to 3 times the amount of contravention (where quantifiable) or ₹2 lakh (where not quantifiable); continuing default attracts ₹5,000 per day. RBI offers compounding facility — penalty typically 1% to 5% of investment amount.

Can an Indian subsidiary repatriate profits?

Yes. Dividends are freely repatriable (no RBI approval — subject to corporate income tax and Dividend Distribution Tax abolition post Finance Act 2020). Capital can be repatriated subject to Section 6 of FEMA and applicable Rules. Sale proceeds of shares require Form FC-TRS filing within 60 days of transfer.

Editor's pickStartup

Indian Subsidiary Company Registration

File for Indian subsidiary company registration with confidence. I-Pro Solutions provides step-by-step guidance, document checklists, fee breakdown and online.

Statutory basis: Companies Act, 2013 — Sections 3, 4, 5, 7 (incorporation).

Turnaround

7–14 Working Days

₹

Starts from

₹31,799

Money-back accuracy

Guaranteed

Total starting from

₹31,799

Professional + estimated government fee

Professional fee₹28,799 starts with

Government fee (est.)₹3,000 - ₹5,000

Turnaround7–14 Working Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

Indian Subsidiary Company Registration is a key regulatory filing administered by Ministry of Corporate Affairs (MCA); Reserve Bank of India (RBI) for FEMA reporting; DPIIT for FDI policy interpretation.. Filing is executed via SPICe+ (INC-32) Part A + Part B; INC-33 (e-MoA); INC-34 (e-AoA); AGILE-PRO-S; **Form FC-GPR** (Foreign Currency-Gross Provisional Return) — filed within 30 days of allotment of shares to non-resident; **Form FC-TRS** (Foreign Currency-Transfer of Shares) — for transfer of shares between resident and non-resident (within 60 days); **Form ESOP** (for employee stock options to non-residents); FLA return (annual Foreign Liabilities and Assets — by 15 July). under Companies Act, 2013 — Sections 3, 4, 5, 7 (incorporation); Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 — Regulations 5, 6, 7, 9 (FDI in private limited company); FEMA (Non-Debt Instruments) Rules, 2019 (consolidated FDI framework); Foreign Direct Investment Policy (Department for Promotion of Industry and Internal Trade — DPIIT); RBI Master Direction on Foreign Investment in India (updated 2024); Companies (Incorporation) Rules, 2014 — Rule 16 (registered office), Rule 17 (subscriber details).. Our specialist-led team ensures full compliance with statutory documentation, eligibility verification, and expedited government approval.

Eligibility & thresholds

Minimum

A foreign company (body corporate incorporated outside India) can incorporate a wholly-owned subsidiary (WOS) or a JV with Indian partner. Foreign Direct Investment (FDI) is permitted under two routes: (a) Automatic Route — most sectors, up to 100% (no prior approval)
(b) Government Route — sectors on the negative list require prior Foreign Investment Promotion Board (FIPB, now abolished) — current approval authority is the concerned Ministry (DPIIT route). Minimum 2 subscribers (one can be the foreign parent). Minimum 2 directors, at least 1 resident Indian director.

Maximum

Sectors where FDI is prohibited under FEMA (Non-Debt Instruments) Rules, 2019 Schedule I: (a) lottery business, (b) gambling and betting, (c) chit funds, (d) nidhi company, (e) trading in transferable development rights, (f) real estate business (other than development of townships/roads), (g) manufacturing of cigars/cigarillos using tobacco, (h) agricultural/plantation activities (except few specified). Sectors with FDI cap: defence (74% under automatic, beyond requires Government approval), broadcasting (49%–100% depending on activity), insurance (74%), print media (26%), etc.

Statutory floor

Adherence to governing Act
Transparent statutory fee schedule
Mandatory periodic audit disclosures

What's included

Everything in one transparent fee — no add-ons, no surprises.

Investor-Centric AOA Drafting

If you plan to raise institutional funding, standard Articles of Association (AOA) will not suffice. Venture capitalists demand specific clauses regarding right of first refusal (ROFR), tag-along/drag-along rights, and anti-dilution provisions. Our elite corporate lawyers draft sophisticated AOAs that anticipate future funding rounds, preventing costly and time-consuming structural overhauls when you secure term sheets.

Complex Multi-Founder Structuring

Co-founder disputes are the leading cause of early-stage startup failure. We don't just register your company; we advise on optimal equity splits, director roles, and authorized capital distribution. We provide templates for Co-Founder Agreements and vesting schedules, ensuring that the foundational relationship between partners is legally documented and aligned for long-term stability.

Rapid SPICe+ Processing Engine

Time is of the essence for startups. We utilize an advanced compliance engine that preemptively validates all data entered into the SPICe+ (INC-32) form. By cross-referencing PAN databases, checking DIN eligibility, and formatting registered office proofs perfectly, we eliminate typographical errors that typically cause frustrating ROC resubmission delays, ensuring first-pass approval.

Strategic Authorized Capital Advisory

Determining your initial Authorized Share Capital is a delicate balance. Set it too low, and you'll immediately face high fees to increase it during your first seed round. Set it too high, and you pay unnecessary upfront government stamp duty. We analyze your 12-to-18-month funding roadmap to recommend the exact optimal capital structure that minimizes immediate costs while accommodating your immediate growth.

ESOP Implementation Framework

Attracting top-tier talent in the startup ecosystem often requires offering Employee Stock Ownership Plans. A Private Limited Company is the only structure that efficiently supports this. As part of our premium advisory, we structure your initial cap table to accommodate a future ESOP pool seamlessly, ensuring you are ready to incentivize your founding team.

Comprehensive Post-Incorporation Toolkit

Receiving the Certificate of Incorporation is just the starting line. Within the first 30 to 180 days, you must open a bank account, appoint a statutory auditor (ADT-1), and file the Commencement of Business (INC-20A). We provide a complete post-incorporation execution service, handling these mandatory compliance milestones so you can focus entirely on product development and sales.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Indian Subsidiary Company Registration Statutory Fee	₹3,000 - ₹5,000	Official government fee schedule (separate from professional fee)Statutory Authority
Total Government Fee	₹3,000 - ₹5,000	(for default assumptions stated below)

Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

›Apostilled (Hague countries) or consularly-notarised (non-Hague) documents of foreign parent — Certi — Apostilled (Hague countries) or consularly-notarised (non-Hague) documents of foreign parent — Certificate of Incorporation, MoA/AoA of parent;
›Board resolution of foreign parent authorising investment and nomination of representative; — Board resolution of foreign parent authorising investment and nomination of representative;
›Apostilled passport and address proof of foreign subscriber's representative; — Apostilled passport and address proof of foreign subscriber's representative;
›Indian resident director — PAN, Aadhaar, address proof, photo; — Indian resident director — PAN, Aadhaar, address proof, photo;
›Registered office proof — utility bill ≤2 months, NOC, rent agreement; — Registered office proof — utility bill ≤2 months, NOC, rent agreement;
›Class-3 DSC; — Class-3 DSC;
›Declaration of beneficial ownership (BEN-1 if applicable); — Declaration of beneficial ownership (BEN-1 if applicable);
›FIRC (Foreign Inward Remittance Certificate) — issued by Indian bank receiving foreign inward remitt — FIRC (Foreign Inward Remittance Certificate) — issued by Indian bank receiving foreign inward remittance — to be obtained before FC-GPR filing.

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
Customer⏱ 1 - 3 Days
Step 1: **Customer (foreign parent)**
**Customer (foreign parent)**: Apostille / consularly notarise parent company's COI, MoA/AoA, Board resolution.
2
I-Pro⏱ 1 - 3 Days
Step 2: **Customer**
**Customer**: Open escrow account in Indian bank for inward remittance of share application money.
3
I-Pro⏱ 1 - 3 Days
Step 3: **Customer**
**Customer**: Remit funds in foreign currency to escrow account — obtain FIRC.
4
I-Pro⏱ 1 - 3 Days
Step 4: **I-Pro**
**I-Pro**: Procure DSC for resident Indian director and representative of foreign parent.
5
I-Pro⏱ 1 - 3 Days
Step 5: **I-Pro**
**I-Pro**: File SPICe+ Part A — name reservation (₹1,000).
6
I-Pro⏱ 1 - 3 Days
Step 6: **I-Pro**
**I-Pro**: Draft MoA with foreign parent as subscriber (equity % as agreed); draft AoA per Table F.
7
I-Pro⏱ 1 - 3 Days
Step 7: **Customer**
**Customer**: Sign INC-9, DIR-2 consents (apostilled if signed outside India).
8
I-Pro⏱ 1 - 3 Days
Step 8: **I-Pro**
**I-Pro**: Obtain valuation report from CA / Merchant Banker — fair value per Discounted Cash Flow (DCF) or comparable company method.
9
I-Pro⏱ 1 - 3 Days
Step 9: **I-Pro**
**I-Pro**: File SPICe+ Part B with e-MoA, e-AoA, AGILE-PRO-S, valuation report.
10
I-Pro⏱ 1 - 3 Days
Step 10: **MCA**
**MCA**: Issues COI with CIN; allots PAN, TAN, GSTIN, EPFO, ESIC.
11
I-Pro⏱ 1 - 3 Days
Step 11: **Customer**
**Customer**: Open bank account; receive share application money from escrow.
12
I-Pro⏱ 1 - 3 Days
Step 12: **I-Pro (within 30 days of share allotment)**
**I-Pro (within 30 days of share allotment)**: File Form FC-GPR on RBI FIRMS portal — with FIRC, valuation report, Board resolution, declaration of compliance with FEMA and FDI Policy.
13
Regulator⏱ 1 - 3 Days
Step 13: **I-Pro (annually by 15 July)**
**I-Pro (annually by 15 July)**: File FLA return on RBI FIRMS portal — for all foreign investment received.

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
- FEMA Section 13(1): contravention — penalty up t Penalty: - FEMA Section 13(1): contravention — penalty up to 3 times the amount involved (where quantifiable) or ₹2 lakh (where not quantifiable); continuing default — ₹5,000 per day. - FEMA Section 13(2): contravention of foreign exchange rules — penalty up to ₹1 lakh. - Companies Act Section 450: ₹100 per day default. - FC-GPR not filed within 30 days — penalty under FEMA Section 13(1) — typically 3 times the investment amount (subject to adjudication). - FLA not filed — ₹10,000 to ₹1 lakh penalty (RBI compounding order).	`Incorporation 7–15 working days (due to foreign do`	- FEMA Section 13(1): contravention — penalty up to 3 times the amount involved (where quantifiable) or ₹2 lakh (where not quantifiable); continuing default — ₹5,000 per day. - FEMA Section 13(2): contravention of foreign exchange rules — penalty up to ₹1 lakh. - Companies Act Section 450: ₹100 per day default. - FC-GPR not filed within 30 days — penalty under FEMA Section 13(1) — typically 3 times the investment amount (subject to adjudication). - FLA not filed — ₹10,000 to ₹1 lakh penalty (RBI compounding order).

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
- FEMA Section 13(1): contravention — penalty up t	Incorporation 7–15 working days (due to foreign do	- FEMA Section 13(1): contravention — penalty up to 3 times the amount involved (where quantifiable) or ₹2 lakh (where not quantifiable); continuing default — ₹5,000 per day. - FEMA Section 13(2): contravention of foreign exchange rules — penalty up to ₹1 lakh. - Companies Act Section 450: ₹100 per day default. - FC-GPR not filed within 30 days — penalty under FEMA Section 13(1) — typically 3 times the investment amount (subject to adjudication). - FLA not filed — ₹10,000 to ₹1 lakh penalty (RBI compounding order).

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Mismatched applicant legal name or identity details across KYC proofs
Why: Government verification APIs cross-check with UIDAI and MCA databases and automatically flag discrepancies in spelling or dates.
Fix: Our specialists pre-validate your documents against official government databases before portal filing.
2
Submitting outdated utility bills or non-notarized commercial leases
Why: Premises proofs older than 60 days or defective landlord NOCs trigger statutory scrutiny queries and multi-week processing delays.
Fix: We verify recent billing dates and provide pre-formatted, legally vetted landlord NOC and lease formats.
3
Selecting incorrect classification, turnover slab, or statutory activity code
Why: Applications filed under inappropriate classifications attract show-cause notices and potential rejection without statutory fee refund.
Fix: We conduct a statutory scope assessment to align your application with the exact regulatory requirements.

Frequently asked questions

Everything you need to know about this service.

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