Indian Subsidiary Compliance After Incorporation: The First-Year and Annual Calendar
An Indian subsidiary must appoint its first auditor within 30 days of incorporation, report foreign investment to the RBI (FC-GPR within 30 days of allotment), file the FLA return by 15 July each year, and make the usual ROC and tax filings. Transfer pricing may also apply. See the Indian subsidiary registration page.
What compliance does an Indian subsidiary have after incorporation?
After incorporation, an Indian subsidiary has three layers of compliance: company law filings with the Registrar of Companies (ROC), FEMA reporting to the RBI for the foreign investment, and tax filings including possible transfer pricing. The calendar below lists the main items as of September 2026.
Take Daniel, a CFO at a Singapore logistics group, whose Indian subsidiary is incorporated on 1 October 2026. In this illustration, his first auditor is due by 31 October 2026, and his INC-20A commencement declaration is due within 180 days, which lands on 30 March 2027. If the parent's funds arrive on 12 October, shares must be allotted by 11 December 2026, and FC-GPR follows within 30 days of that allotment. This is an illustration, not a client story.
| When | What | Where | Note |
|---|---|---|---|
| Within 30 days of incorporation | Appoint the first statutory auditor (ADT-1 per practitioner sources) | ROC | Rule sits in Section 139(6) of the Companies Act, 2013 |
| Within 60 days of receiving the foreign investment | Allot shares; otherwise refund within 15 days | Company | No extension per practitioner sources |
| Within 30 days of allotment | FC-GPR on the FIRMS portal; PAS-3 return of allotment with the ROC | AD bank, ROC | Late submission fee applies to FC-GPR |
| Within 180 days of incorporation | INC-20A, declaration of commencement of business | MCA | Penalties apply if missed; ask your CA for the current amount |
| After a share transfer between resident and non-resident | Form FC-TRS | FIRMS | Generally 60 days per one source; confirm |
| By 15 July every year | FLA return, position as at 31 March | FLAIR portal | Late fee ₹7,500 per one source |
| Every year after the AGM | AOC-4 (financial statements) and MGT-7 (annual return) | ROC | Your CA gives the exact dates |
| Every year | Transfer pricing report (Form 3CEB, reportedly Form 48 under the new Act), due 31 October per one source | Income tax | Only with international transactions with associated enterprises |
Which set-up items come first: auditor, bank account, PAN, TAN and GST?
Appoint the first auditor within 30 days and open the bank account early, because the parent's funds are received through it. PAN and TAN come with the SPICe+ filing, while GST registration depends on your turnover and activity.
- Auditor: the first statutory auditor within 30 days of incorporation.
- Bank account: a bank account in the company's name is needed to receive the parent's funds. Practitioner sources list bank onboarding of a foreign-owned company as one of the slower steps, so start early.
- PAN and TAN: issued through SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus). Shunya's page lists the Certificate of Incorporation, PAN and TAN as the deliverables.
- GST: optional at incorporation and dependent on turnover and activity. See our GST registration page, or ask on the callback if you need it.
- IEC: needed if the subsidiary will import or export.
Then set up the INC-20A within the 180-day window. For how the first weeks run, read our guide on the Indian subsidiary process and timeline.
What FEMA and RBI filings continue after the first year?
The recurring FEMA filings are the FLA return every year, FC-GPR for every fresh share issue to the parent, and FC-TRS for transfers between residents and non-residents. The first-year FC-GPR is only the start.
FLA stands for the Annual Return on Foreign Liabilities and Assets. It is due by 15 July with the position as at 31 March, on the RBI's FLAIR portal, and is required for any entity with outstanding foreign investment, even without fresh investment. FLA is separate from FC-GPR, which is filed on FIRMS (Foreign Investment Reporting and Management System).
The late submission fee on FC-GPR is ₹7,500 plus 0.025% of the amount for each year of delay, capped at 100% of the amount, as reported by three practitioner sources as of September 2026. Delays can also go to compounding under FEMA.
Any equity issue to the parent must also be priced at or above fair value, backed by a valuation certificate. Read our FDI and FEMA reporting guide for the full sequence.
Request a free callback and a CA will walk you through the filings your subsidiary faces after incorporation.
Start Indian subsidiary registration →What are the annual ROC filings for an Indian subsidiary?
Every year the subsidiary files its financial statements on Form AOC-4 and its annual return on Form MGT-7 with the Registrar of Companies, after holding its annual general meeting (AGM) with a statutory audit behind it. The subsidiary is legally a Private Limited company, so these are the same filings any Private Limited company makes.
The ROC filings do not depend on whether the company earned revenue. A subsidiary that has invested foreign capital but has not started trading still files, with nil or low activity in the accounts.
We are not printing due dates for AOC-4 and MGT-7 in this guide, because they depend on the AGM date and can change; your CA gives the dates for your financial year. The same applies to director KYC and board meeting timing.
The Corporate Laws (Amendment) Bill, 2026 proposes decriminalisation through civil penalties, higher small-company thresholds and hybrid board meetings. It was introduced on 23 March 2026, and a Joint Parliamentary Committee report was tabled in August 2026. As of the latest sources we reviewed, it is not law, and PRS notes it does not address foreign subsidiaries.
Does transfer pricing apply to an Indian subsidiary?
Transfer pricing applies whenever the Indian subsidiary has international transactions with associated enterprises, such as its foreign parent or other group companies. Those transactions must be priced at arm's length, and a CA prepares a report to support the pricing.
Typical examples are management fees, royalties, software or support services provided to the parent, and intercompany loans or purchases. One practitioner source says the report, Form 3CEB, was renumbered Form 48 under the Income-tax Act, 2025 from 1 April 2026, is due 31 October, and applies to any international transaction with an associated enterprise. We could not confirm this in a second source, so ask your CA for the current form.
An equity issue to the parent has a related angle. It must comply with FEMA pricing rules and, where relevant, transfer pricing, so plan the valuation with both in mind. Shunya's page also flags that transactions with your parent may trigger transfer-pricing documentation, and that the subsidiary's compliance load is heavier than a standard Private Limited company.
Should your Indian subsidiary opt for the 22% tax rate?
Only after modelling it. As of September 2026, a domestic company can opt for a concessional 22% tax rate under Section 200 of the Income-tax Act, 2025, the successor to Section 115BAA of the 1961 Act. Three sources agree it works out to about 25.168% with a 10% surcharge and 4% cess.
The trade-offs are that the option is irrevocable, MAT credit is not available, and specified deductions must be forgone. The election is made on a form (Form 10-IC under the old numbering), so ask your CA what applies now.
The Income-tax Act, 2025 came into force on 1 April 2026, replacing the 1961 Act and introducing "tax year" in place of assessment year and previous year. Filings for earlier years still follow the older names.
The regime is not available to foreign companies, LLPs or firms, which is one reason a subsidiary can compare well against a branch. Our guide on subsidiary vs branch vs liaison office covers that comparison.
Can Shunya handle the ongoing filings for your subsidiary?
Shunya's professional fee covers the incorporation. Filing Form FC-GPR and the annual FLA return are separate services, and annual ROC filings, statutory audit and transfer-pricing reports are not listed as deliverables either, so ask about those on your callback.
Shunya's professional fee is ₹1,999. It does not include the DSC issuer's charge, government fees, stamp duty or other third-party costs, and these are billed separately. Your CA walks you through them on the callback. Your CA also confirms the full scope on your first call.
A practising Chartered Accountant reviews every filing. You can request a free callback or WhatsApp +91 80809 18797 from the Indian subsidiary registration page.
When is the FLA return due for an Indian subsidiary?
By 15 July each year, reporting your foreign liabilities and assets as at 31 March, on the RBI's FLAIR portal. It is required for any entity with outstanding foreign investment, even if no fresh investment came in during the year. If accounts are unaudited, sources say file provisionally and revise by 30 September.
How soon must an Indian subsidiary appoint its first auditor?
Within 30 days of incorporation, according to practitioner sources; the underlying rule is Section 139(6) of the Companies Act, 2013, and the filing form named by one source is ADT-1. Ask your CA to confirm the current form and procedure.
What is the late fee for missing the FC-GPR deadline?
As of September 2026, three practitioner sources agree the late submission fee is ₹7,500 plus 0.025% of the amount involved for each year of delay, capped at 100% of the amount. Otherwise the matter can go to compounding under FEMA. File within 30 days of allotment to avoid it.
Does transfer pricing apply to my Indian subsidiary?
It applies if the subsidiary has international transactions with associated enterprises, such as the parent or group companies: management fees, royalties, intercompany services or goods. Those must be at arm's length and supported by a CA report. Form 3CEB, reportedly renumbered Form 48 under the new Income-tax Act, is due 31 October per one source.
Should my Indian subsidiary opt for the 22% tax rate?
Only after modelling it. The optional concessional rate for domestic companies, Section 200 of the Income-tax Act, 2025 (formerly Section 115BAA), works out to about 25.168% including surcharge and cess, is irrevocable, and requires giving up specified deductions and MAT credit. Have your CA compare both regimes first.
Does the Corporate Laws (Amendment) Bill, 2026 change subsidiary compliance?
Not yet. The Bill was introduced in Lok Sabha on 23 March 2026, and a Joint Parliamentary Committee report was tabled in August 2026. As of the latest sources we reviewed, it had not been passed by both Houses, and PRS notes it does not address foreign subsidiaries. Compliance stays as it is today.
This article is for general information only. For your specific situation, consult a practicing CA.
Ready to register your Indian Subsidiary?
Request a free callback or pay the ₹1,999 professional fee online and a CA starts your filing. Government fees and other statutory costs are billed separately at actual cost.
Professional fee ₹1,999. Government fees, statutory costs and any third-party charges are billed separately; your CA walks you through them on your callback.