A Wholly Owned Subsidiary (WOS) is a Private Limited Company incorporated in India where your foreign parent company holds virtually all the shares — the same SPICe+ filing as any Private Limited company, plus the FEMA/RBI compliance layer that comes with foreign investment. CA-assisted, filed on the MCA portal end-to-end.
Share your parent company and shareholding details — our CA verifies documents and prepares a FEMA-compliant SPICe+ filing. FC-GPR and FLA reporting to the RBI are separate services.
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Global Parent Ownership
hold up to 99%+ of shares directly
Your foreign parent company can directly hold virtually all the shares in the Indian entity, with a nominee shareholder holding a token share to meet India's 2-shareholder minimum for a Private Limited company.
FEMA/RBI Reporting
FC-GPR and FLA filings are separate services
Foreign Direct Investment must be reported to the RBI — Form FC-GPR is filed on the FIRMS portal within 30 days of share allotment, and the annual FLA return is due every 15 July. Shunya's professional fee covers the incorporation; FC-GPR and FLA filings are separate services. This does add a real ongoing compliance layer beyond a standard Private Limited company — including possible transfer-pricing documentation for transactions with your parent — worth factoring into your decision.
Same Structure as Private Limited
familiar SPICe+ filing, MCA portal
A WOS is legally a Private Limited Company under the Companies Act, 2013 — the same SPICe+ incorporation process, minimum 2 directors and 2 shareholders, just with an added FEMA compliance layer for the foreign investment.
the basic eligibility and document requirements for Indian Subsidiary registration.
Minimum 2 directors and minimum 2 shareholders — same as any Private Limited company. At least 1 director must be a resident Indian (in India for 182+ days in the previous financial year). Since a single foreign corporate entity cannot be the sole shareholder of an Indian Pvt Ltd, your foreign parent typically holds 99%+ of shares directly, with a nominee shareholder holding the balance.
PAN & Aadhaar for the resident director, plus a passport copy and a Digital Signature Certificate (DSC) for every director — we help foreign directors obtain a DSC from outside India.
Registered office proof — an electricity bill or rent agreement in India, with a no-objection letter from the owner if the property isn't owned by a director.
From your parent company: certificate of incorporation and a board resolution authorising the Indian subsidiary and the investment. These foreign documents typically need notarisation and apostille (or consular legalisation) in the country of origin before they can be used for the Indian filing — this adds real time versus a domestic incorporation, and turnaround depends on the parent country's process, which we don't control.
four steps — from your parent company details to a Certificate of Incorporation.
Tell us about your foreign parent company, proposed shareholding structure, and resident director. We send a document checklist — including what needs apostille — within the hour.
Our CA checks name availability, obtains DSC and DIN for directors, and prepares your SPICe+ filing.
SPICe+ is filed with AGILE-PRO-S for PAN, TAN, and GST-readiness. Once shares are allotted, FC-GPR reporting on the RBI's FIRMS portal (a separate service) falls due within 30 days.
You receive your Certificate of Incorporation, PAN and TAN — ready to open a bank account and set up your FEMA compliance calendar, including FC-GPR and the annual FLA return.
every filing handled personally by a qualified Chartered Accountant.
Chartered Accountant
Meet Your Expert
MCA & Company Law Specialist
CA Rinky Vishwakarma is a practising Chartered Accountant with deep expertise in company law, MCA compliance, and FEMA/RBI reporting for foreign investment. She personally reviews every Indian Subsidiary filing — verifying parent company documents, and preparing FEMA-compliant MOA/AOA — before filing SPICe+ with the Registrar of Companies.
View profile on LinkedIn →the cost, documents, timeline and pitfalls, answered by a CA.
Itemised cost of setting up an Indian subsidiary: professional fee, MCA and stamp duty, apostille abroad, DSC and bank charges.
Checklist of documents a foreign parent needs for an Indian subsidiary, and which ones need notarisation and apostille.
Step-by-step process and realistic timeline for setting up an Indian subsidiary, and what slows it down.
FDI route, land-border rule, FC-GPR within 30 days and the annual FLA return: what a foreign parent must report.
How many shareholders and directors a wholly owned Indian subsidiary needs, who can be the nominee, and who counts as the resident director.
What Shunya's professional fee covers for an Indian subsidiary, what is billed separately, what to ask any provider, and how to start.
What is an Indian Subsidiary (WOS)?
A Wholly Owned Subsidiary (WOS) is a Private Limited Company incorporated in India where a foreign parent company holds virtually all of the shares. It's registered under the same Companies Act, 2013 framework as any Private Limited company, with additional FEMA/RBI compliance layered on top for the foreign investment involved.
Can a foreign company be the sole shareholder of an Indian subsidiary?
No. Indian law requires a minimum of 2 shareholders for a Private Limited company, so a single foreign corporate entity cannot be the sole shareholder. In practice, the foreign parent holds 99%+ of shares directly, and a nominee shareholder — an individual or another group entity — holds a token share to meet this requirement.
What is the FDI reporting requirement for an Indian Subsidiary?
Foreign Direct Investment into the subsidiary must be reported to the RBI. Form FC-GPR is filed via the RBI's FIRMS portal within 30 days of allotting shares to the foreign parent, and an Annual Return on Foreign Liabilities and Assets (FLA Return) must be filed with the RBI every year by 15 July.
What extra documents are needed from the parent company?
You'll need the foreign parent's certificate of incorporation and a board resolution authorising the Indian subsidiary and the investment. These documents typically need notarisation and apostille (or consular legalisation) in the country of origin before they can be used for the Indian filing — this adds real time versus a purely domestic incorporation.
Is 100% foreign ownership always allowed?
Not always. Most sectors allow 100% FDI under the automatic route, which needs no prior government approval, but some sectors require the government approval route instead. Check applicability for your specific sector before assuming automatic-route eligibility — our CA can confirm this for you.
What is the ongoing compliance like for an Indian Subsidiary?
Heavier than a standard Private Limited company. Beyond the usual MCA filings, you'll have the FEMA/RBI layer — the FC-GPR filing and the annual FLA return — and related-party transactions with your foreign parent may trigger transfer-pricing documentation requirements. It's a genuine trade-off worth factoring in before you incorporate.
How much does Indian Subsidiary registration cost?
Shunya's professional fee is ₹1,999. Government fees, stamp duty and third-party costs such as apostille and the DSC are billed separately, and depend on your shareholding structure and sector route. Share your structure with us and a CA will walk you through the full cost on your first call. Timelines also vary more than a domestic Private Limited incorporation, since they depend on apostille and notarisation turnaround from the parent company's country, which we don't control.
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