STEPS INVOLVED FOR INCORPORATION OF FOREIGN SUBSIDIARY COMPANY IN INDIA
PRE-REQUISITES FOR INCORPORATION OF FOREIGN SUBSIDIARY IN INDIA AS PER COMPANIES ACT, 2013:
- Minimum 2 Directors – – Out of the two Directors, at least one director should be ‘Resident of India’
- Minimum 2 Shareholders
- ‘Resident of India’ means a person who has stayed in India for more than 182 days in the last Calendar year.
- Mandatory documents/Information required for Incorporation of Foreign Subsidiary –Phase 1 –
|Foreign Director / Subscriber
(Documents to be apostilled and notarized at the home country)
|Indian Director/ Subscriber|
|Address Proof – Driving License/Bank Statement/ Telephone bill/ Mobile Bill/ Electricity bill
(Not older than 2 months)
|Address Proof – Aadhaar/Driving License/Bank Statement/ Telephone bill/ Mobile Bill/ Electricity bill/ Passport
(Not older than 2 months)
|Passport size photograph||Passport size photograph|
|Duration of stay at present address||Duration of stay at present address|
|Education Qualification||Education Qualification|
|Father’s Name||Father’s name – shall be taken as per PAN|
|Place of Birth||Place of Birth|
|Contact Number||Contact Number|
|Email Id||Email Id|
|Documents/Information required by the Holding company:
|1. Certificate of Incorporation of Holding Company (Notarised and Apostilled)
2. Chartered Documents (MOA, AOA) of Holding Company (Notarised and Apostilled)- All the documents pertaining to Holding company
3. A copy of Company Master details of the Company available in Official website of the Ministry
4. Utility Bill of Holding Company, not later than 2 months. (Notarised and Apostilled)
5. Registered Office address with PIN and Country Code
6. Contact Number, ISD Code and Email ID of Holding Company
|Obtaining Digital Signature Certificate (DSC)||
Obtaining Name Approval from Central Registration Centre (CRC) under Ministry of Corporate Affairs, India
o The proposed name could be the same name of Holding Company or any other name can also be given.
o On confirmation of name to be availed, a board resolution be recorded by the Holding Company mentioning their no-objection for using the name and details like Proposed Directors, Proposed Subscribers, Authorized Capital and Paid up Capital and Authorized Person to sign all the necessary documents and filings with MCA or any other Authority shall be mentioned.
o Chhota CFO shall assist in preparation of Board resolution
Subject to the availability of Rule 8 of the Companies (Incorporation) Rules, 2014 and Section 35 of the Trademarks Act, 1999 and the rules framed thereunder, the Proposed Name shall be approved.
Note: Once the name is approved from Ministry, the name shall be valid only for 20 days initially and can be extended further for further required period upto maximum of 60 days by payment of additional Name approval Extension fee to the Ministry.
Authorized Capital and Paid-up Capital:
|Please provide the details of Authorized Capital (AC) and Paid-up Capital (PUC) of the Company. Also, provide the details of shares held by each subscriber.
(Suggestion: AC may be INR 10 lakhs and PUC may be INR 1 lakh, as there is no government fee up to this limit. Only stamp duty based on State is applicable.)
Finalisation of place of business / Registered Office in India:
|Registered Office is mandate requirement for registering business in India.
In case of Let out Premises:
In case of own Premises of any Director in India:
|Once name is approved by Ministry, the following chartered documents and other supporting documents are to be apostilled and notarized at the Home Country for filing of Incorporation||Chhota CFO shall assist in preparation of below documents and shall send for signing of the Directors/ Subscribers.
The further process of apostillisation and notarization are to be completed at the Home Country within 12 days.
1. Memorandum of Association (MOA)
2. Articles of Association (AOA)
3. Form DIR-2 (Consent to act as a Director of a Company)
4. Form INC-9 (Declaration by Subscribers and First Directors)
|Filing of Spice+ Form (Incorporation form) and Agile Form (Additional Form Introduced) towards Incorporation of Foreign subsidiary Company with MCA||Spice+ Form is an Incorporation form to be filed with Ministry of Corporate Affairs with details of company information, directors, subscribers, Authorized Capital, Paid up Capital, Subscription amount by each Subscribers and other necessary information corresponding towards the Incorporation of Foreign subsidiary company.
The various apostilled and notarized documents to be attached along with Chartered documents i.e., MOA and AOA, including the proof of business place and KYC documents of Directors.
|Approvals and Allotment from Ministry of Corporate Affairs||Certificate of Incorporation: On approval, the Certificate of Incorporation from Ministry of Corporate Affairs shall be sent through registered mail ID which includes the Date of Incorporation, PAN, Tax Deduction and Collection Account Number (TAN)
Permanent Account Number (PAN): The Income-tax Department allots PAN and shall be sent via mail from firstname.lastname@example.org to registered mail id of the Company. The password for opening the PDF file is date of birth/incorporation in DDMMYYYY format.
Tax Deduction and Collection Account Number (TAN): The Income-tax Department allots PAN and shall be sent via mail from email@example.com to registered mail id. The password for opening the PDF file is six digit PIN code mentioned in the TAN Application Form (Pin code of Registered office/Corresponding Address specified in Incorporation form).
Quoting of TAN is required in all TDS challans, TDS Certificates, TDS returns, Tax Collection at Source (TCS) returns as well as other documents pertaining to such transactions.
Director Identification Number (DIN): The Ministry of Corporate Affairs allots DIN to Director by sending mail from MCA21 Administrator (MCAADM@mca.gov.in) to their registered mail id. The Director needs to save the mail and DIN Allotment letters for future references and mention DIN in all communications related to ROC and Ministry.
Other Registration included in Spice+ are : (No specific approvals are given by the Departments)
Call us at +91 973 973 6999 | +91 991 666 8146 for Foreign Company Registration in India!