Subsidiary & India entry · Goa

Subsidiary company registration in Goa.

The standard route for a foreign parent entering India, and for an Indian group holding a new venture separately. A subsidiary is a full Indian company with its own CIN, its own board and its own compliance — controlled by its parent, but liable in its own right. Getting the FEMA reporting correct from the first allotment is what separates a clean structure from an expensive compounding application.

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Definition

What makes a company a subsidiary.

Under Section 2(87) of the Companies Act 2013, a company is a subsidiary of another — the holding company — where that other company either controls the composition of its board of directors, or exercises or controls more than one half of its total voting power.

Note that the test is control, not merely shareholding. A parent holding exactly fifty percent is not a holding company on the voting-power limb. A parent holding less but able to appoint or remove a majority of directors is. Both limbs matter when structuring a joint venture where the equity split and the board rights deliberately differ.

A wholly owned subsidiary is one in which the parent holds the entire share capital. In India this is achieved with the parent holding shares and a nominee holding a single share, because a private company requires two members. The nominee holds that share on behalf of the parent under a declaration, so beneficial ownership remains one hundred percent with the parent.

Crucially, a subsidiary is a separate Indian company. It has its own CIN, its own PAN, its own board, its own audited accounts and its own filings with the Registrar of Companies in Goa. The parent's liability is limited to its investment. Indian law applies to the subsidiary in full, regardless of where the parent sits.

India entry

Subsidiary, branch, liaison or project office?

A foreign company entering India has four routes. Three of them are RBI-approved offices of the foreign parent; only one creates an Indian company. The difference determines what you can actually do here.

India entry options compared
SubsidiaryBranch officeLiaison office
Legal statusA separate Indian companyAn extension of the foreign parentAn extension of the foreign parent
Can it earn revenue in IndiaYes, without restriction on permitted activityYes, but only in permitted activitiesNo — representation and liaison only
Can it manufactureYesGenerally not, except in an SEZNo
Parent's liabilityLimited to its investmentParent is directly liableParent is directly liable
Set-up routeMCA incorporation; FDI under the automatic route in most sectorsRBI or AD bank approval requiredRBI or AD bank approval required
Typical timelineDays, once documents are attestedWeeks to monthsWeeks to months
FundingEquity, and debt within the ECB frameworkRemittance from the parentRemittance from the parent only
Best forAny genuine operating business in IndiaSpecific permitted activities without an Indian companyMarket research and representation before committing

For most foreign businesses that intend to actually trade, hire and invoice in India, the subsidiary is the practical answer — it is faster to establish, does not require prior RBI approval in most sectors, and it contains the parent's liability. A project office is a fourth route, available for executing a specific contract awarded in India.

Deliverables

What you receive.

Entry route assessmentSectoral cap, automatic versus approval route, and any conditions attached
Certificate of IncorporationIssued by the MCA, carrying the subsidiary's CIN
Company PAN and TANAllotted through SPICe+ at incorporation
MoA and AoADrafted around the parent's control rights, reserved matters and board appointment powers
Attestation guidanceExactly which parent documents need apostille or consularisation, and in what form
DSCs and DINsFor every director, including foreign nationals
Nominee declarationWhere a wholly owned subsidiary needs a second member of record
Bank account and AD bank setupIncluding the authorised dealer relationship the FEMA filings run through
FC-GPR filingReported within 30 days of allotment, with the valuation supporting the issue price
Statutory registers and board papersOpened and ready, including the register of related-party contracts
Related-party frameworkHow transactions with the parent must be approved and recorded under Section 188
Combined compliance calendarCompanies Act and FEMA obligations on one timetable
The process

Six steps, and one of them sets the timeline.

Indian incorporation is fast. Attestation of the parent's documents abroad is not — which is why it starts first.

01

Entry route and sectoral check

Before anything is filed, the proposed activity is checked against the FDI policy — whether it falls under the automatic route or requires government approval, what sectoral cap applies, and whether any conditions attach. Getting this wrong is not a filing error; it is a FEMA contravention.

Day 1
02

Attestation started abroad

The parent's board resolution, charter documents and authorised signatory letter, plus each foreign director's passport and address proof, are apostilled or consularised in the home jurisdiction. This is initiated on day one because it is almost always the longest item.

Day 1 onward
03

Name reservation and DSCs

The subsidiary's name is checked and reserved through SPICe+ Part A. Where the parent's name is used, a no-objection from the parent is prepared. DSCs are arranged for all directors, with foreign directors following the attestation route.

Day 2–4
04

Constitution drafted for control

The Articles are drafted around what the parent actually needs — power to appoint and remove directors, reserved matters requiring parent consent, transfer restrictions, and quorum provisions that work when directors sit in different time zones. A template AoA leaves control to chance.

Day 3–5
05

SPICe+ filing and incorporation

Filed with the Goa registered-office proof, the attested parent documents, subscriber declarations and director consents, together with AGILE-PRO and INC-9. The Certificate of Incorporation issues with CIN, PAN and TAN.

Day 5–9
06

Banking, funding and FC-GPR

The bank account is opened, share subscription money is remitted from the parent through banking channels, shares are allotted, and FC-GPR is filed within 30 days of allotment with the valuation supporting the issue price. INC-20A follows once subscription money is in.

Day 9 onward
Documents

What you'll need to provide.

Everything originating outside India needs apostille where the home country is a Hague Convention signatory, or consularisation where it is not.

From the foreign parent

  • Certificate of incorporation or equivalent registration document, attested
  • Charter documents — memorandum, articles or constitution, attested
  • Board resolution approving the Indian subsidiary and the investment
  • Authorised signatory letter naming who will sign on the parent's behalf
  • Registered office address of the parent
  • Details of the parent's own ownership, for beneficial ownership reporting

From foreign directors

  • Passport, apostilled or consularised
  • Overseas address proof, similarly attested
  • Passport-size photograph
  • OCI or PIO card where held
  • Declaration of non-disqualification

From the resident director

  • PAN and Aadhaar
  • Passport-size photograph
  • Address proof dated within the last two months
  • Confirmation of residence in India for 182 days or more in the previous financial year
  • Mobile and email linked to Aadhaar for OTP verification

Registered office and structure

  • Goa premises proof — utility bill not older than two months, and owner's NOC
  • Rent agreement where the premises are rented
  • Proposed name, with parent NOC if the parent's name is used
  • Proposed shareholding split between parent and nominee
  • Proposed activity, described precisely enough for the sectoral cap check
  • Proposed authorised and paid-up capital, and the source of funds
Afterwards

Two compliance regimes, one calendar.

A subsidiary carries everything a private limited company owes, plus the FEMA layer that comes with foreign shareholding. The second layer is the one most groups underestimate.

Within 30 days

FC-GPR filed for shares allotted to the parent, supported by a valuation meeting fair market value rules. This window starts at allotment and does not extend.

Within 30 days

First auditor appointed by the board, followed by ADT-1.

Within 180 days

Subscription money received and INC-20A filed. Until then the subsidiary cannot legally borrow or begin operations.

By 15 July, annually

FLA return to the Reserve Bank, reporting foreign liabilities and assets. Due every year the foreign investment exists, regardless of activity.

On any transfer

FC-TRS within 60 days where shares move between a resident and a non-resident — including on an internal group reorganisation.

Ongoing

Related-party transactions with the parent approved and recorded under Section 188, at arm's length, with the register of contracts maintained. Management fees, royalties and intra-group services all fall here.

Every year

AGM, AOC-4 and MGT-7A, DIR-3 KYC, DPT-3, four board meetings with minutes, and statutory registers kept current — the full private company cycle.

For the parent

Consolidated financial statements including the Indian subsidiary, and AOC-1 giving the salient features of the subsidiary's financials.

Questions

Subsidiary companies in India, answered.

Can a foreign company own 100% of an Indian subsidiary?

In most sectors, yes — 100% foreign ownership is permitted under the automatic route, meaning no prior government approval is needed and the investment is simply reported afterwards.

Some sectors carry caps below 100%, some require government approval regardless of the percentage, and a small number are prohibited entirely. There are also specific conditions for investment from countries sharing a land border with India. Because a private company needs two members, a wholly owned subsidiary is structured with the parent holding the shares and a nominee holding one share on the parent's behalf under a declaration — beneficial ownership stays entirely with the parent.

Does the subsidiary need an Indian director?

Yes. Under Section 149(3), every company must have at least one director who is resident in India — meaning they stayed in India for 182 days or more during the previous financial year. This is not optional and cannot be structured around.

It is a residence requirement, not a nationality or shareholding one. The resident director need hold no shares and the parent retains full control through its shareholding and the Articles. For foreign groups without anyone suitable in India, this is usually the first practical question to solve.

How long does it take to set up an Indian subsidiary?

Indian incorporation itself takes 3 to 7 working days once documents are ready. The realistic end-to-end timeline is longer, and almost all of the difference is attestation.

The parent's incorporation certificate, charter documents, board resolution and signatory letter, plus each foreign director's passport and address proof, must be apostilled where the home country is a Hague Convention signatory, or consularised where it is not. That process runs on the home jurisdiction's timeline, not India's, which is why it is started before anything else.

What is FC-GPR and when must it be filed?

FC-GPR is the report to the Reserve Bank, filed through your authorised dealer bank, of shares issued to a person resident outside India. It must be filed within 30 days of allotment.

It requires a valuation report supporting the issue price under the applicable pricing guidelines, along with the KYC of the remitter and evidence of inward remittance. Missing the window is a FEMA contravention resolved through compounding with the RBI, with penalties calculated against the amount involved — considerably more expensive than filing correctly the first time.

What is the difference between a subsidiary and a branch office?

A subsidiary is a separate Indian company. It has its own CIN, board and accounts, it can carry on any permitted business including manufacturing, and the parent's liability is limited to its investment. It is incorporated with the MCA and, in most sectors, needs no prior RBI approval.

A branch office is not a separate entity — it is the foreign company operating in India directly. It requires RBI or AD bank approval, is restricted to specified permitted activities, generally cannot manufacture outside an SEZ, and leaves the parent directly liable for everything the branch does.

For any business that genuinely intends to trade, hire and invoice in India, the subsidiary is almost always the right route.

Can profits be sent back to the parent?

Yes. Where the investment was made on a repatriable basis through proper banking channels and correctly reported, dividends are freely repatriable subject to applicable taxes and the relevant tax treaty.

Repatriation can also occur through royalties, technical service fees and management charges, but those are related-party transactions requiring arm's length pricing, Section 188 approval and transfer pricing documentation. Sale proceeds on an exit are repatriable subject to the pricing guidelines and FC-TRS reporting. The common thread is that clean repatriation depends entirely on the original inflow having been reported properly.

Is there a limit on how many layers of subsidiaries a company can have?

Yes. The rules made under Section 2(87) restrict a company from having more than two layers of subsidiaries, with exceptions — notably for acquiring a foreign company that itself has subsidiaries beyond that limit, and where a subsidiary is required to be held under a law in force.

This matters for group structures that route investment through intermediate holding entities. It is worth mapping the intended chain before incorporating rather than discovering the restriction at the second or third tier.

Can an Indian company have a subsidiary too?

Yes — a subsidiary does not require a foreign parent. Indian groups commonly incorporate subsidiaries to ring-fence a new venture, separate a risky line of business, hold a specific property or project, or prepare a division for eventual sale.

The Companies Act obligations are the same, without the FEMA layer. What still applies is the layers restriction, the requirement for the parent to prepare consolidated financial statements including the subsidiary and file AOC-1, and the Section 188 framework governing transactions between the two.

Can the subsidiary use the parent's name?

Generally yes, with a no-objection certificate and a board resolution from the parent authorising the use. This is one of the narrow circumstances in which a name resembling an existing entity's name can be permitted.

Two cautions. If the parent's name is registered as a trademark in India by someone else — which happens more often than groups expect — the position changes entirely. And if the parent's name is not yet protected in India, the subsidiary should file for trademark registration early, because the company name alone gives no brand protection.

Why would a foreign business choose Goa specifically?

Goa carries an unusually high concentration of foreign and NRI-held companies relative to its size, so the practical questions — attestation, resident director arrangements, FEMA reporting cycles — are routine here rather than exceptional.

Beyond that, the state's own draws are concrete: Goa-IDC industrial estates at Verna, Kundaim, Pilerne and Corlim for manufacturing; an established hospitality and tourism sector; the Investment Promotion Board single-window route for larger proposals; and an international airport. The registry itself sits in Panaji, so adjudications, condonations and registrar correspondence are handled locally rather than through a metro office.

Start here

Start with the sectoral check, not the paperwork.

Tell us where the parent sits, what the Indian entity will actually do, and roughly what will be invested. The entry route and cap position come back first — everything else follows from it.