Basic overview
Registration Process

Separate legal entity

Like a corporation, however, a wholly-owned subsidiary (WOS), when it is established, is regarded as a distinct artificial person under the law. The responsibility of each member or shareholder is limited to the unpaid value of shares. That implies that if a business suffers losses in any circumstance, the parent company is not responsible for the sale of its assets.

Complete Control by the Parent Company

Because of its full stake in the wholly owned subsidiary (WOS), the parent or holding company manages the business and the strategies that the Indian company employs.

It is easy to sign up.

The wholly-owned subsidiary (WOS) is fully registered online, with fewer formalities. The process of registration could be completed in 12 to 15 working days.

Image of the brand and Goodwill

The WOS Company can reap the advantages of a well-known brand name and goodwill from an established parent business outside of India, which will boost the overall value and market share of the parent company in the market for products and services.

Expansion and diversification

India has a vast population and a market based on consumption. It is a great place to develop new products and services. Therefore, an international company could consider expansion and diversification by creating a wholly owned subsidiary (WOS) company.

It is easy to dissolve or wind up.

The structure of WOS Companies gives quicker exit options for those businesses that don't have debts or assets and need to shut down their operations due to extraordinary situations.

Wholly owned subsidiary in India

A wholly-owned Indian subsidiary is among the most practical and viable options for foreign entities to establish a company in India. If it is a wholly-owned subsidiary (WOS), the majority of the shares are held by a foreign corporation, referred to as a mother company or holding corporation. It can also be a private limited company or a public limited company, where the owner's or parent's liability is limited to their share in the business. A WOS of a foreign company located in India is subject to the Companies Act 2013 and the Foreign Exchange Management Rules and Regulations issued by central authorities and the Reserve Bank of India (RBI).

Documents Required for a Wholly Owned Subsidiary in India

A list of the documents that must be provided by the director and shareholders All directors and shareholders of the business must submit the following documents: All documents submitted must be readable and valid.

  • Copy of scannable PAN Card (mandatory for Indian nationals)
  • Copy of a scannable passport (mandatory for NRIs and foreign nationals)
  • Copy of scanned Aadhaar card, voter ID, passport, or driving license
  • Copy of the scannable document Latest Bank Statement/Telephone Bill/Post-paid Mobile Bill/Electricity Bill (the address proof must be up-to-date and not older than two months)
  • Photograph of passport-size scanned
  • Corporate Visa or the International Citizen of India (OCI) Card (for individuals who are completing the incorporation process by visiting India)
  • The document is an apostille of the charter of the foreign company. Foreign company translated into English.
  • If the company chooses to use its trademark or the original name at the beginning of a new venture in India in the future, the business must provide a NOC from the foreign company to utilize the same as a board resolution.

Registered Office Proof

A private limited company should have an office registered in India. The office address could be commercial or residential. The proof of address should be current and not older than two months. The following is the list of documents that must be submitted in lieu of registered evidence of office address: Copy of the utility bill that has been scanned, such as electricity bills, mobile post-paid bills, or landline Post-paid bills, gas bills, and water bills a scannable copy of a no-objection certificate from the property's owner or whose name appears on such a utility bill.

Do I have a physical presence during the procedure?

The registration process for companies is completely online. All necessary documents are electronically filed, and you do not have to be physically present in any way. It is enough to provide us with scanned copies of all required documents and forms.

Who is the shareholder or member of a wholly owned subsidiary (WOS) company?

It is possible for a foreign company to incorporate a wholly owned subsidiary (WOS) private limited company with a majority stake, with the rest of the stake issued to a trust, person, or corporate body appointed by a foreign corporation who will hold the shares in beneficial interest for the company. This is necessary to meet the minimum shareholder requirements of two (2) in the case of a private company and seven (7) in the case of a public company as per the Indian Companies Act.

Directors and shareholders: are they one individual in the same company?

Directors and shareholders may be one person in an organization. However, if you wish to separate management and ownership, you could name a different person as director and shareholder.

Is it mandatory to have the company's books audited?

A company must have its books audited and report the audit to the Registrar of Companies (ROC) each year.

Can I create a wholly owned subsidiary (WOS) company at my residence or home address?

Yes, you can start the business at your home address. It is necessary to provide your utility bill from your home address and a No Objection Certificate from the property proprietor.

Can NRIs or foreign nationals be directors and shareholders in a wholly-owned subsidiary (WOS) company in India?

It is true that NRIs and foreign nationals can become shareholders and directors in the form of a wholly owned subsidiary (WOS) company, together with the necessary documents. Additionally, they may be shareholders in the majority of the company. But at least one director of the Board of Directors should be an Indian resident who is permanent in India.

Do I have the right to induct any other company, Body Corporate LLP, as a shareholder of my business?

You can deduct or transfer shares to another private limited company, public company, LLP, body corporate, or registered society.

Does GST have to be paid for a wholly owned subsidiary (WOS) company?

GST registration is mandatory for all businesses whose overall turnover exceeds the prescribed limit or for companies that perform interstate delivery of goods or services. Thus, every company needs to determine whether it sells goods to states that are not in the same state or is eligible for GST registration based on the threshold of prescribed revenue or any other requirements specified in GST laws. For more details, visit

Do you know of a renewal procedure for a wholly-owned subsidiary (WOS) company?

There isn't any renewal process for the wholly owned subsidiary (WOS) company after it is registered; it's in effect for the duration of its life. However, you need to comply with the mandatory requirements every year.

Do FEMA compliance and RBI reports need to be filed even if the foreign direct investment (FDI) is made via the automatic route?

A business that receives foreign direct investment (FDI) must adhere to the FEMA regulation and complete Form FC-GPR with the RBI after 30 calendar days from receiving money for the allocated shares. Additionally, the equity shares, debentures, or preferred shares from wholly owned subsidiaries (WOS) must be distributed within 60 days of receiving the funds. If the instruments aren't delivered within 60 calendar days of the date, the consideration thus obtained should be returned after 15 (15) calendar days. This should be done for the investor who is not a country resident.

What is the deadline for filing an annual return of a wholly owned subsidiary (WOS) company with the RBI?

The wholly owned subsidiary (WOS) company indeed needs to file an FLA return to RBI before July 15 following the close of the relevant fiscal year.

Features of a Wholly Owned Subsidiary in India

It is possible for a foreign company to incorporate a wholly owned subsidiary (WOS) company with a majority stake (for instance, 99.99 percent of the shares), and the remainder stake is issued to an individual nominated by a foreign entity that will hold the shares in beneficial interest for the company. This is necessary to meet the criteria for a minimum of two (2) shareholders in a private company and seven (7) in the case of a public company. All wholly owned subsidiary (WOS) company shareholders can be foreign nationals. The company must have at least two (two) director members in the form of a wholly owned subsidiary (WOS), of which at least one must be a permanent resident of India. Investments are made by non-residents as well as foreign nationals who invest in capital shares of equity, debentures, or preferred shares from a wholly owned subsidiary (WOS) by using either the automatic route or the government route. The automatic route eliminates the need for the non-resident investor or Indian company to get investment authorization from the Government of India. But on the government route, prior approval from India's government is required. Specific fields or sectors are open to investments that non-residents and foreign nationals can make in a limited manner, but only to the proportion of the total capital as defined by the policy on FDI. However, except for a few, most major sectors in India are available for 100% foreign investment. Investments made by non-residents and foreign nationals need to be reported to the Reserve Bank of India (RBI) according to the rules and regulations of the Foreign Exchange Management Rules and Regulations.

Minimum Requirements for an Indian Wholly Owned Subsidiary

  • Shareholding of the parent or holding company
  • Minimum Two Shareholders: A Foreign Company and a Nominee Shareholder
  • Minimum 2 directors (at least one director must have a residency in India)
  • The minimum capital required is 2 rupees.
  • DIN for Directors
  • DSC for Indian Directors
  • The business activity is permitted under the Foreign Exchange Management Act and FDI Policy.
  • Indian office address evidence

Application for Name Approval

The applicant should provide two (two) names as well as the principal objectives that are the main objectives of the wholly owned subsidiary (WOS) company that will be submitted to MCA to be approved, from which only one name is accepted. The parent company may retain its original name or trademark and the suffix "Private Limited." A copy of the NOC/Board resolution and the required document that is notarized and apostilled are also needed for the MCA.

Application for a Digital Signature Certificate (DSC)

After the name has been applied, we'll take the Digital Signature Certificate (DSC) of directors and shareholders to digitally sign the documents. This step can be skipped if the directors or shareholders already have DSC.

Submission of Incorporation Forms

Once the name has been approved and the DSC is issued, then we must create an incorporation form in SPICE+ forms together with a Memorandum of Association (MOA), Articles of Association (AOA), INC 9, AGILE Form, Declarations, and KYC Documents of the Director or Shareholder to be approved by the Board of Directors. Documents signed and signed in a foreign country must be notarized or signed within the nation of their origin, according to the rules for incorporation.

Get the incorporation documents.

It usually takes 5-7 days following the submission of the final form to receive the certificate of incorporation. The certificate of incorporation is evidence that the company is registered. PAN, TAN, ESIC, EPFO, and professional tax registration certificates will be provided simultaneously.

Opening of a Bank Account

The applicant must submit the incorporation certification, MOA, AOA, PAN, TAN, and other documents required to the bank for opening the account and beginning business activities. Shareholders are required to make payments for their shares via the banking channels.

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