Indian Subsidiary Registration Documents: Parent Company Papers, Apostille and Director KYC
For Indian subsidiary registration your foreign parent typically supplies its certificate of incorporation and a board resolution, notarised and apostilled (or legalised) in its home country, while directors provide passport, address proof and DSC. Say Kenji, a Japanese CFO, starts with the resolution. Apostille lead time is usually the slowest part. See the Indian subsidiary registration page.
Which documents are required for Indian subsidiary registration?
You need three sets of documents: the parent company's corporate papers, KYC for every director and subscriber, and Indian registered office proof. The parent's papers are the ones that need attestation abroad, so they are where your timeline is decided.
Say Kenji is CFO of a Japanese components maker planning a wholly owned subsidiary (WOS) in India. His first task is not the Indian filing at all. It is getting the board to pass a resolution and starting notarisation and apostille of the corporate papers in Japan. Everything else can run in parallel.
The table lists what practitioners typically ask for. It is not an MCA-mandated list, and your CA confirms the exact set for your case.
| Document | From whom | Typically needs attestation abroad? | Notes |
|---|---|---|---|
| Certificate of incorporation of the parent | Parent company | Yes: notarised, then apostilled or legalised | Proves the parent exists and is the investor |
| Memorandum and articles of the parent | Parent company | Typically yes | Often requested to confirm authority to invest |
| Board resolution authorising the subsidiary and investment | Parent company | Yes | Names the investment and who signs on the parent's behalf |
| Passport of each director and subscriber | Each individual | Foreign nationals: typically yes | Indian residents use PAN and Aadhaar instead |
| Address proof (utility bill or bank statement) | Each individual | Foreign nationals: typically yes | Usually needs to be recent, often under two months old |
| PAN and Aadhaar of the resident director | Resident director | No | At least one director must be resident in India |
| Photograph and specimen signature | Each director | Foreign directors: notarised signature typically | Signatures must match across documents |
| Registered office proof in India | Property owner | No | Electricity bill or rent agreement, plus NOC if not owned by a director |
| Digital Signature Certificate (DSC) | DSC issuer | Depends on the case | Shunya's page says its CA helps foreign directors obtain a DSC from outside India |
What is apostille, and does your parent company need it?
An apostille is a certificate issued by a designated authority in the country where a document was signed, confirming that the signature and seal are genuine so another member country accepts the document. If your parent's country is part of the Apostille Convention, the notarised document is apostilled. If it is not, the document goes through consular legalisation instead, meaning attestation by the country's foreign ministry and then the Indian embassy or consulate.
Shunya's page says foreign documents typically need notarisation and apostille (or consular legalisation) in the country of origin before they can be used for the Indian filing. It also says turnaround depends on the parent country's process, which Shunya does not control.
The steps usually run in this order:
- The parent signs the document, or a company officer certifies the copy.
- A notary public notarises it.
- The designated authority issues the apostille, or the foreign ministry and Indian mission legalise it.
- Originals or scans are sent to your CA, who confirms which format the filing accepts.
Confirm with your CA before you notarise anything, since the accepted format for each paper can vary.
What must the parent company's board resolution say?
The board resolution should clearly authorise the incorporation of the Indian subsidiary, state the investment, and name the person authorised to sign and complete the filings. It is the most frequently corrected document because small omissions trigger rework and a second round of apostille.
- Purpose: the parent's decision to set up a wholly owned subsidiary in India.
- Shareholding: the number of shares the parent will subscribe to, and the nominee's share if used.
- Investment: the intended capital amount and that it will be remitted through an authorised dealer bank.
- Authorised signatory: who signs for the parent, with name and designation matching the identity documents.
Ask your CA to review a draft before it goes to the notary, because fixing wording after apostille means repeating the apostille. For how the shareholder side works, read shareholder and director requirements.
Request a free callback and a CA will tell you which of your parent's papers need apostille or legalisation.
Start subsidiary registration →Which documents do foreign and NRI directors need?
Foreign directors typically provide a passport, recent address proof, a notarised specimen signature and a few declarations, all usually notarised and apostilled. Practitioner sources also mention an INC-9 affidavit (a consent-and-declaration form for subscribers and first directors) and Form DIR-2 signed abroad and notarised.
Every director also needs a Digital Signature Certificate (DSC) and a DIN (Director Identification Number). Shunya's page says the CA obtains DSC and DIN for directors and helps foreign directors obtain a DSC from outside India. The DSC issuer's charge is billed separately.
Indian-passport NRIs are treated differently: practitioners report they generally do not need an apostille for identity documents, though address proof abroad can still be checked. Confirm with your CA.
At least one director must be resident in India, meaning present in India for 182 days or more in the previous financial year, and needs PAN and Aadhaar. A bank reference letter from the parent's home bank is also commonly requested for the investor's KYC.
What extra documents are needed after incorporation for FC-GPR?
After the shares are allotted, FC-GPR needs a second set of papers, mostly bank and valuation records. Have them ready before the money arrives so the 30-day filing window is easy to meet.
| Document | Purpose |
|---|---|
| FIRC (Foreign Inward Remittance Certificate) | Proof of the money received from the parent through an authorised dealer bank |
| KYC report on the non-resident investor | Provided by the remitting overseas bank |
| Board resolution of the Indian company allotting shares | Records the allotment |
| Valuation certificate | From a CA or SEBI-registered merchant banker, showing shares were issued at or above fair value |
| Company Secretary certificate | Confirms compliance with the issue rules |
| PAS-3 acknowledgement | Return of allotment filed with the Registrar of Companies within 30 days |
FC-GPR is filed on the FIRMS portal within 30 days of allotment, not of receipt of funds. See FDI and FEMA reporting requirements.
What document mistakes delay an Indian subsidiary registration?
Name mismatches and expired proofs delay more filings than missing papers do. Small differences across documents can force a fresh notarisation.
- Name mismatch: the parent's name in the certificate, the resolution and the bank remittance must be identical, including punctuation and suffixes such as Ltd or Inc.
- Stale address proof: a utility bill or bank statement that is too old is often rejected.
- Wrong attestation route: apostille for one country, full legalisation for another. Using the wrong route means starting again.
- Missing pages: passports scanned partially, or resolutions without the signature page.
- Language: documents not in English may need a certified translation; confirm with your CA.
Apostille lead time can be the longest single item. One practitioner breakdown puts it at roughly 2 to 4 weeks, but this varies by country and your CA can only confirm your case. Our process and timeline guide shows how it fits the full schedule.
How should you start collecting documents?
Start with the parent's resolution and certificate of incorporation, because they take the longest to attest. Ask your CA for a checklist first, so you notarise the right documents once.
- Share your parent company details, planned shareholding and resident director with a CA. Shunya's page says a document checklist, including what needs apostille, follows within the hour of your request.
- Draft and review the board resolution.
- Start notarisation and apostille or legalisation abroad.
- Collect director KYC and Indian office proof in parallel.
- Keep copies of everything for the later FC-GPR filing.
The costs of these steps are in Indian subsidiary registration cost and fees. If you have no foreign parent, the domestic list is in documents required for company registration in India.
What documents does a foreign parent need for an Indian subsidiary?
Typically the parent's certificate of incorporation and a board resolution authorising the subsidiary and the investment, both notarised and apostilled or legalised in the home country. Directors add passports, address proof, a specimen signature and DSC. Your CA confirms the exact set for your case.
Do all documents need apostille?
Not all. Foreign corporate papers and foreign nationals' identity and address documents typically do. Indian residents' PAN and Aadhaar do not, and Indian-passport NRIs generally do not need an apostille for identity documents. Your CA confirms which apply before you notarise anything.
What if my country is not part of the Apostille Convention?
Documents from such countries usually go through consular legalisation instead: attestation by the foreign ministry, then by the Indian embassy or consulate. This takes longer than an apostille in many cases, so start early and confirm the route with your CA.
How long does apostille take?
It varies by country. One practitioner estimate is roughly 2 to 4 weeks, but no one at Shunya controls the process abroad. Because it is often the longest single item, start the parent's resolution and certificate first.
Does the resident director need any special documents?
The resident director needs PAN, Aadhaar, a photograph and a DSC, and must have been in India for 182 days or more in the previous financial year. Registered office proof, such as an electricity bill or rent agreement with an NOC, is also required.
Which documents are needed after incorporation for FC-GPR?
Typically the FIRC, the overseas bank's KYC report on the investor, the allotment resolution, a valuation certificate from a CA or merchant banker, a Company Secretary certificate and the PAS-3 acknowledgement. FC-GPR is filed within 30 days of allotment.
This article is for general information only. For your specific situation, consult a practicing CA.
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