Foreign subsidiary company registration in India.

An Indian company, incorporated under the Companies Act 2013, in which a company incorporated outside India holds more than half the voting power or controls the composition of the board.

It is Indian in every legal sense — its own CIN and PAN, an Indian board, Indian audit, Indian filings. Only the ownership is foreign. That is precisely why the parent's liability is limited to its investment, which a branch or liaison office cannot offer.

In most sectors, no. Investment comes in under the automatic route, which requires no prior approval from any authority — only reporting afterwards through FC-GPR and the annual FLA return.

Prior government approval is required in specified sectors, and separately for investment from entities of countries sharing a land border with India, or where the beneficial owner is situated in such a country — in that case regardless of sector or percentage. That check is the very first step, because investing under the wrong route is a contravention rather than a correctable filing.

There is no prescribed minimum capital for a private limited company in India, so there is no statutory floor on what a foreign parent must invest.

Practically, the capital should be enough to fund the business until it is self-sustaining, because topping up later means a fresh allotment, a fresh valuation and a fresh FC-GPR each time. Authorised capital also carries stamp duty that scales with the amount, so it is set at what the company realistically needs over its first two years rather than at a headline figure.

Section 149(3) requires every Indian company to have at least one director who stayed in India for 182 days or more during the previous financial year. It applies regardless of ownership and cannot be structured around.

It is a residence test only. The resident director need not be an Indian national and need hold no shares, and the parent retains complete control through its shareholding and the Articles. For groups with nobody suitable in India, this is usually the first practical problem to solve, and it is worth solving properly rather than informally.

Incorporation is 3 to 7 working days once documents are in hand. The realistic end-to-end figure is longer and the difference is almost entirely attestation.

Apostille or consularisation of the parent's documents and the foreign directors' identity proofs runs on the home jurisdiction's timetable — days in some countries, several weeks in others. Groups that start attestation on day one rather than after the Indian paperwork is ready consistently finish materially sooner.

It becomes a FEMA contravention. The remedy is a compounding application to the Reserve Bank, in which the contravention is admitted and a penalty is determined against the amount involved and the period of delay.

It is resolvable, and a great deal of the FEMA work in Goa is exactly this. But it costs considerably more than filing inside the window, it creates a disclosure that surfaces in every future due diligence, and it can complicate later repatriation. The thirty-day clock starts at allotment, not at remittance — a distinction that catches groups out regularly.

Yes, but not freely. A loan from a foreign parent to an Indian subsidiary is an external commercial borrowing, governed by its own framework covering eligible lenders and borrowers, permitted end uses, minimum average maturity, all-in-cost ceilings and reporting.

Most groups fund initial operations with equity and consider ECB later for specific purposes. Mixing the two without checking the ECB conditions first is a common and expensive mistake.

Then the structure becomes a joint venture, and an Indian partner holds the balance. That changes the nature of the exercise entirely — the important document stops being the incorporation form and becomes the shareholders' agreement.

Board composition, reserved matters requiring the foreign partner's consent, deadlock resolution, transfer restrictions, tag-along and drag-along rights and the exit mechanism all need settling before incorporation, and the Articles must reflect them. A JV incorporated first and papered afterwards is where partner disputes begin.

Usually yes, with a no-objection certificate and board resolution from the parent — one of the narrow circumstances in which a name resembling an existing entity's is permitted.

Two cautions. If someone else has already registered the parent's name as a trademark in India, which happens more often than groups expect, the position changes completely. And a company name confers no brand rights, so where the parent's mark is not yet protected in India, trademark filing should happen alongside incorporation rather than years later.

There is no legal advantage — company law is central and the automatic route is the same everywhere. The reasons are practical.

Goa carries an unusually high concentration of foreign and NRI-held companies relative to its size, so attestation, resident director arrangements and FEMA cycles are routine here. The registry sits in Panaji, so adjudications, condonations and registrar correspondence are handled locally rather than through a metro office. And for businesses whose Indian operation will actually be in Goa — a Goa-IDC unit, a hospitality asset, a services team — the registered office should be where the business is, not where the adviser is.