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Registering a Wholly Owned Subsidiary Company in India
Thinking about entering the Indian market? You’re not alone. India has become one of the most attractive destinations for foreign businesses looking to expand globally. One of the most preferred entry routes is registering a Wholly Owned Subsidiary (WoS) in India. Why? Because it offers control, flexibility, and long-term growth opportunities—without the usual red tape nightmares.
Let’s break it down in a simple, human way—no jargon overload, no boring legal talk.
What is a Wholly Owned Subsidiary Company?
A Wholly Owned Subsidiary is a company where 100% of the shares are held by a foreign parent company. It operates as an Indian company under the Companies Act, 2013, but is fully controlled by its foreign holding entity.
Definition under Indian Company Law
Under Indian law, a subsidiary is considered wholly owned when the parent company holds the entire share capital, either directly or indirectly.
Difference Between Subsidiary, Branch Office & Liaison Office
Think of it like this:
- A subsidiary is your own house in India.
- A branch office is like renting a place with restrictions.
- A liaison office is just a visiting card—no real business allowed.
If you want freedom and scalability, a WoS is the clear winner.
Why Foreign Companies Choose India for WoS Registration
Growing Indian Market
India is a consumer goldmine with over a billion people. From tech to manufacturing, demand is booming.
Favorable FDI Policies
India allows 100% FDI in most sectors under the automatic route, making WoS registration smooth and hassle-free.
Cost and Talent Advantage
Lower operational costs, skilled professionals, and English-speaking talent—India ticks all the right boxes.
Types of Subsidiary Companies in India
Private Limited Subsidiary
Most foreign companies choose this due to fewer compliances, faster incorporation, and operational flexibility.
Public Limited Subsidiary
Suitable for large-scale operations or companies planning to raise capital from the public later.
Steps For Incorporation of a Wholly Owned Subsidiary In India
| Step No. | Particulars |
|---|---|
| 1 | Obtain DSC for Directors |
| 2 | Apply for DIN |
| 3 | Name Reservation |
| 4 | Draft MOA & AOA |
| 5 | File SPICe+ Form |
| 6 | Receive Certificate of Incorporation |
| 7 | PAN, TAN & Bank Account |
Importance of Incorporating a WoS in India
Legal Recognition
A WoS is treated as an Indian company, giving it full legal standing.
Operational Flexibility
Run business activities freely—manufacturing, trading, services—you name it.
Brand Expansion
A local presence builds trust with Indian customers and partners.
Pre-Incorporation Requirements
Eligibility of Foreign Parent Company
Any foreign entity—company, LLP, or body corporate—can set up a WoS in India.
Minimum Shareholders & Directors
- Minimum 2 shareholders
- Minimum 2 directors (one must be a resident of India)
Capital Requirements
No minimum capital requirement. Start small, scale big.
Digital Signature Certificate (DSC)
Mandatory for online filings.
Director Identification Number (DIN)
Unique ID for directors—think of it as a business Aadhaar.
Incorporation Process
Name Approval
Choose a unique name and get it approved via the MCA portal.
MOA & AOA Drafting
These documents define your business objectives and internal rules.
SPICe+ Filing
A single integrated form for incorporation, PAN, TAN, and more.
Certificate of Incorporation
Once approved, congratulations—you’re officially live in India!
Post-Incorporation Requirements
PAN, TAN & Bank Account
Essential for taxation and financial transactions.
GST & Other Registrations
Depends on the nature of business.
FEMA & RBI Compliance
Foreign investments must comply with FEMA guidelines and reporting norms.
FDI Guidelines for Wholly Owned Subsidiaries
Automatic Route
No prior government approval required for most sectors.
Approval Route
Certain sensitive sectors need government clearance.
Advantages of Subsidiary Company Registration
100% Foreign Ownership
Complete control—no local partner required.
Separate Legal Entity
The subsidiary has its own identity, separate from the parent.
Limited Liability
Risk is limited to the investment made.
Easy Fundraising
Easier to raise funds locally or globally.
Compliance Requirements for WoS in India
Annual ROC Filings
Mandatory filings with the Registrar of Companies.
Tax Filings
Income tax returns, GST returns (if applicable).
Audit Requirements
Statutory audit is compulsory every year.
Timeline & Cost of WoS Registration in India
- Timeline: 15–25 working days
- Cost: Varies based on professional fees and government charges
Common Challenges & How to Overcome Them
Foreign exchange regulations, compliance overload, and documentation delays can feel overwhelming. The solution? Proper planning and expert guidance. Think of it like using Google Maps in a new city—it saves time, money, and stress.
Conclusion
Registering a Wholly Owned Subsidiary in India is one of the smartest moves a foreign company can make today. It offers unmatched control, credibility, and growth potential in one of the world’s fastest-growing economies. With the right structure and compliance in place, your Indian journey can be smooth, scalable, and highly profitable.
FAQs
Q1. Can a foreign company own 100% of an Indian subsidiary?
Yes, in most sectors under the automatic FDI route.
Q2. Is RBI approval required for WoS registration?
Not under the automatic route.
Q3. How long does it take to register a WoS in India?
Usually 15–25 working days.
Q4. Is physical presence required in India?
No, the entire process can be done online.
Q5. Is a WoS taxed in India?
Yes, it is taxed as an Indian company.