Setting up a wholly owned subsidiary in India is one of the most efficient ways for foreign companies to establish a legal presence and conduct business under 100% foreign ownership. With clear regulatory frameworks under the Companies Act, 2013 and FEMA guidelines, foreign parent companies can retain full control while complying with Indian laws. CertificationsBay ensures a smooth incorporation process, guided by experienced professionals well-versed in cross-border structuring and regulatory compliance.
Talk to Neha Sharma our Business Incorporation Expert.
Among India's Top Consulting Firms, delivering excellence in legal and compliance services.
CertificationsBay Offers the lowest fees without compromising on service, ensuring affordability for all.
A trusted platform, renowned for reliability, integrity, and client satisfaction. Rated 5- Stars by 100s of Clients.
Providing round-the-clock support, because your business success is our priority, every hour of every day.
A Wholly Owned Subsidiary (WOS) in India refers to a company incorporated under Indian law in which 100% of the shareholding is held by a foreign parent company. This structure allows international businesses to establish full ownership and control over their Indian operations while complying with domestic legal frameworks.
Such subsidiaries can be formed either as a Private Limited Company or a Public Limited Company, with the parent company’s liability restricted to the extent of its shareholding. The incorporation and operation of a wholly owned subsidiary in India are primarily governed by the Companies Act, 2013, and the provisions of the Foreign Exchange Management Act (FEMA), along with guidelines issued by the Reserve Bank of India (RBI) and the Central Government.
A foreign entity can establish a Wholly Owned Subsidiary (WOS) in India by holding nearly 100% of the equity shares. To meet the statutory minimum shareholder requirement—two for a Private Limited Company and seven for a Public Limited Company—the remaining nominal shares may be held by individuals nominated by the parent company, who act as trustees or beneficial holders.
Foreign nationals can be the sole shareholders in a WOS. However, the board shall consist of at least two directors, and one director must be a resident of India, as mandated under the Companies Act, 2013.
Foreign Direct Investment (FDI) into such subsidiaries can be made through either of the following routes:
Automatic Route: No prior government approval is required for investment in permitted sectors.
Government Route: Prior approval from the relevant ministry or department is necessary before investment.
While most sectors in India are fully open to 100% FDI, certain strategic or regulated industries may have sectoral caps as defined in the prevailing FDI Policy.
All foreign investments, whether in equity shares, preference shares, or debentures, shall be reported to the Reserve Bank of India (RBI) in accordance with the Foreign Exchange Management Act (FEMA) and related regulations.
Establishing a wholly owned subsidiary offers several strategic and legal benefits for foreign parent companies entering the Indian market:
A wholly owned subsidiary is treated as a separate legal entity under Indian law. This ensures that the liability of shareholders is limited to their unpaid share capital, and the foreign parent company is not personally liable for any financial losses or obligations of the subsidiary.
Since 100% of the shareholding rests with the foreign parent company, it enjoys complete control over management decisions, business strategies, and financial operations of the Indian entity.
The registration process is entirely online and streamlined, with minimal documentation requirements. A wholly owned subsidiary can typically be incorporated within 12 to 15 working days, subject to timely submission and approvals.
Leveraging the reputation and goodwill of the global parent company, the subsidiary can build immediate credibility in the Indian market. This also enhances the overall brand value and market presence of the group in Asia.
India’s large and dynamic consumer base presents lucrative opportunities for business expansion, product diversification, and long-term investment. A wholly owned subsidiary serves as a strategic vehicle to enter and scale operations in India.
In the event of discontinuation, winding up a subsidiary is comparatively easier when there are no significant assets or liabilities. The structure allows for a smooth exit, especially in cases of strategic restructuring or force majeure circumstances.
To incorporate a Wholly Owned Subsidiary (WOS) in India under the Companies Act, 2013, and FEMA regulations, the following minimum requirements must be fulfilled:
Shareholding: The foreign parent company must hold 100% of the share capital, with one nominee shareholder to satisfy the legal minimum of two shareholders (for a Private Limited Company).
Directors: A minimum of two directors, with at least one director being a resident of India (i.e., having stayed in India for 182 days or more during the previous calendar year).
Capital Requirement: The minimum authorized capital can be as low as ₹2. There is no prescribed minimum paid-up capital.
DIN (Director Identification Number): Required for all directors.
DSC (Digital Signature Certificate): Required for at least one Indian resident director for digital filings.
Permissible Business Activity: The business must fall under sectors allowed for FDI under the Automatic Route or Government Route as per FEMA and RBI guidelines.
Registered Office Address in India: Proof of a valid business address is mandatory at the time of incorporation.
CertificationsBay offers a comprehensive incorporation package that covers all necessary legal formalities and documentation to get your subsidiary company operational in India:
Name search and reservation through the Ministry of Corporate Affairs (MCA)
Digital Signature Certificates (DSC) for up to two directors/shareholders
Director Identification Numbers (DIN) for up to two directors
Certificate of Incorporation issued by ROC
Allotment of Permanent Account Number (PAN) and Tax Deduction Account Number (TAN)
Drafting of Memorandum of Association (MOA) and Articles of Association (AOA)
Documentation for opening a current bank account
EPFO and ESIC registration
Professional Tax registration
Company Master File containing all essential incorporation documents
Two preferred company names and a brief business description must be submitted for approval through the MCA portal. The name can reflect the parent company’s identity or trademark. If applicable, an NOC or Board Resolution from the parent company (notarized/apostilled) must accompany the application.
DSC applications are initiated for directors and shareholders to enable electronic filing. If valid DSCs are already available, this step can be bypassed.
Once the name is approved and DSCs are ready, incorporation forms are filed through the SPICe+ system, including:
MOA and AOA
Form INC-9, AGILE Pro, and other declarations
KYC and identity documents of all directors and shareholders
Proof of registered office address
Apostilled or notarized documents (if signed outside India)
The Registrar of Companies (RoC) typically issues the Certificate of Incorporation along with PAN, TAN, ESIC, EPFO, and Professional Tax registrations within 5–7 working days after submission.
Using the incorporation documents, the newly registered entity can open a current account with any Indian bank. Post account opening, share capital can be remitted through official banking channels in compliance with RBI regulations.
To register a Wholly Owned Subsidiary (WOS) in India, the foreign parent company and its appointed directors/shareholders must furnish a set of valid, up-to-date documents. These are required to verify identity, address, and authority, and to ensure compliance with Indian regulatory procedures.
The following documents must be provided by all proposed directors and shareholders of the Indian subsidiary. All documents must be clear, valid, and not older than 60 days:
PAN Card (mandatory)
Aadhaar Card, Voter ID, Passport, or Driving License (as identity proof)
Latest bank statement, utility bill, or mobile bill (as address proof)
Passport-size photograph
Passport (mandatory)
Business Visa or OCI Card (if incorporation is done in person in India)
Recent address proof (such as utility bill or bank statement)
Passport-size photograph
Apostilled or Notarized Charter Documents (Memorandum & Articles of the parent company), translated into English if not already
Board Resolution or NOC permitting the use of the company’s name or trademark in India (if applicable)
Note: All documents signed or executed outside India must be either apostilled or notarized in the country of origin, as per the Indian Companies (Incorporation) Rules.
The Indian subsidiary must maintain a registered office address within India. This address can be either commercial or residential and must be supported by the following:
A recent utility bill (not older than two months) in the name of the premises owner:
Electricity Bill
Water Bill
Post-paid Mobile or Landline Bill
Gas Bill
A No Objection Certificate (NOC) from the property owner, authorizing the use of the premises as the company’s registered office.
We streamline Corporate and Legal Compliances.
Choose from 100s of our services. We provide all Corporate and Legal Services (CLS) and help business align with regulatory requirements.
Subscribe to our NewsLetter & Transform your Business. Keep yourself updated with latest regulations.
We make compliance effortless and convenient. Our Team ensures that indian compliance are both easy and convenient for our clients. We strive to simplify the process, making it and hassle-free.