How to Set Up an Indian Subsidiary as a Foreign Company: FDI, SPICe+ and Reporting
Setting up an Indian subsidiary: check the FDI route, apostille parent documents, appoint a resident director, use SPICe+ and file FC-GPR in 30 days.
Short answer
A foreign company sets up an Indian subsidiary by incorporating a private limited company through SPICe+, with at least two shareholders (usually the parent and a nominee) and two directors, one of whom is resident in India. Check that the sector allows FDI under the automatic route, apostille the parent's documents, bring in share capital through banking channels and report the allotment in FC-GPR within 30 days.
- Entity
- Private limited company
- Shareholders
- Minimum 2 (parent + nominee)
- Directors
- Minimum 2, one resident in India
- Resident director test
- 182 days in India in the financial year
- FDI reporting
- FC-GPR within 30 days of allotment
- Annual FDI return
- FLA return by 15 July
Check the FDI route first
Most sectors allow 100% foreign investment under the automatic route, which needs no prior approval. Some sectors have caps or need government approval, and some are prohibited. Investors from countries sharing a land border with India, or whose beneficial owner is from such a country, need government approval under Press Note 3 of 2020 regardless of sector. Confirm the route before incorporating, because it shapes the timeline.
Documents from the parent and directors
Documents executed outside India must be notarised and apostilled, or consularised where the country is not a party to the Hague Convention. Allow time for this step, as it often takes longer than the Indian filing.
- Parent's certificate of incorporation and constitutional documents
- Parent board resolution approving the subsidiary and authorising a representative
- Passport and address proof of foreign directors and signatories
- KYC of the resident director
- Registered office proof in India (lease, utility bill, NOC)
- DSCs for directors and subscribers
Incorporate through SPICe+
Reserve the name through SPICe+ Part A, then file Part B with the e-MoA and e-AoA signed by the parent's authorised representative and the nominee shareholder. Directors without a DIN obtain one through the form. The company receives its certificate of incorporation, PAN and TAN together. Section 149(3) requires at least one director who stayed in India for 182 days or more in the financial year, so plan a resident director or use a nominee director service.
Bring in capital and report
Open a bank account with an authorised dealer bank and receive the subscription money from the parent through normal banking channels. The bank provides the foreign inward remittance certificate and KYC of the remitter. Shares must be issued within 60 days of receiving the funds, at a price not lower than fair value. File FC-GPR on the RBI FIRMS portal within 30 days of allotment, and file INC-20A within 180 days of incorporation.
| Step | Deadline |
|---|---|
| Receive funds | After bank account opening |
| Allot shares | Within 60 days of receipt |
| FC-GPR | Within 30 days of allotment |
| INC-20A | Within 180 days of incorporation |
| FLA return | 15 July every year |
Ongoing compliance
An Indian subsidiary follows the same company law compliance as any private company: board meetings, statutory audit, AGM, AOC-4 and MGT-7. It also files the annual return on foreign liabilities and assets with RBI by 15 July, and transactions with the parent, such as service fees and royalties, are subject to transfer pricing documentation and withholding tax rules. GST registration is needed once thresholds are crossed or for inter-state supplies.
Timeline at a glance
The Indian filings are quick once documents are ready. Apostille and bank KYC for the foreign parent usually take the longest, so start them first and run name reservation in parallel. A realistic plan allows a few weeks for document legalisation, a short period for SPICe+ processing, and further time for bank account opening before capital can be remitted.
Common mistakes
Starting without checking Press Note 3, sending capital before the bank account is ready, missing the 60-day allotment window and filing FC-GPR late are the frequent problems. Late FC-GPR attracts a late submission fee.
Step by step
- 1Confirm FDI route
Check sector caps, approval needs and Press Note 3.
- 2Prepare documents
Notarise and apostille parent and director documents.
- 3Arrange resident director
Appoint a director meeting the 182-day test.
- 4Reserve name
File SPICe+ Part A.
- 5Incorporate
File SPICe+ Part B with e-MoA, e-AoA and AGILE-PRO-S.
- 6Open bank account
Receive share capital from the parent.
- 7Allot shares
Issue within 60 days of receipt at or above fair value.
- 8Report
File FC-GPR within 30 days and INC-20A within 180 days.
Related services
Sources
- Ministry of Corporate Affairs – MCA21 portal
- Reserve Bank of India – FIRMS portal
- Ahlawat & Associates – FC-GPR documents, timeline and LSF
Written by the Refogo Editorial Team from the official sources above and checked on 2026-10-31. Laws, rates and due dates change, and authorities often extend deadlines, so confirm your own case with a qualified professional. This is general information, not legal or tax advice. Read our editorial policy or report an error to support@refogo.com.
Common questions
Can a foreign company own 100% of an Indian subsidiary?
Yes, in sectors under the automatic route with a 100% cap. A nominee holds at least one share to meet the two-shareholder minimum.
Does the subsidiary need an Indian director?
It needs at least one resident director who stayed in India for 182 days or more in the financial year; nationality is not the test.
When must FC-GPR be filed?
Within 30 days of allotting shares to the foreign investor.
What is the FLA return?
An annual return on foreign liabilities and assets filed with RBI by 15 July by companies with foreign investment.