8 Filings and Registrations After You Incorporate an Indian Subsidiary

The certificate of incorporation feels like the finish line. It is not. It is the starting gun. The day your Indian subsidiary exists, a set of clocks starts running — some measured in days, some in months, one that returns every July for as long as foreign money stands on your balance sheet. Miss the early ones and the company begins life with defects that surface years later, usually at the worst moment: a fundraise, an exit, a bank review.

Short answer first. Eight filings and registrations cover almost everything a new subsidiary owes in its first cycle: report the parent's shares, name the human being at the top of the ownership chain, register for tax and payroll, file the annual foreign-investment return, report any foreign borrowing, price and document parent-company dealings, report later share transfers, and close the year through the general meeting. Here they are, in the order the clocks start.

1. FC-GPR — report the parent's shares within 30 days of allotment

The parent's money arrives through banking channels. Shares must be allotted against it within 60 days, at a price at or above fair value certified under the FEMA pricing rules — and the allotment must then be reported to the Reserve Bank in Form FC-GPR, filed on the FIRMS portal through your AD bank, within 30 days of the allotment date. Note where the clock starts: allotment, not arrival of the money. Late filing can be regularised on payment of a late submission fee, but a clean first filing is far cheaper in attention. Our FC-GPR filing guide covers the documents the bank will ask for, including the remittance evidence.

2. BEN-2 — name the person at the top of the ownership chain

Your shareholder is a foreign company. Indian law still wants a human name. Under Section 90 of the Companies Act, an individual who holds, directly or indirectly, 10% or more of the shares or voting rights — or who exercises significant influence or control — is a significant beneficial owner. That person declares their interest to your company in Form BEN-1, and the company files Form BEN-2 with the Registrar within 30 days of receiving the declaration, keeping the BEN-3 register updated. In a group structure this means tracing the chain upward, parent by parent, until a natural person appears. Our BEN-2 filing guide explains how the tracing is done.

3. GST and payroll registrations — before the first invoice and the first hire

Incorporation gives you PAN and TAN with the certificate. It does not finish the registration stack. Take GST registration where your supplies trigger it, so the first invoice the subsidiary raises is a lawful tax invoice and your customers can claim their credit. On the people side, provident fund and employee state insurance registrations follow your hiring — the SPICe+ process can carry EPFO and ESIC applications through its linked forms, but someone has to activate the codes, map the employees and run the month's contributions by the 15th. Register in the wrong week and you are back-filing the first month of payroll while trying to sell. Nobody needs that.

4. The FLA return — every year by 15 July, even when nothing happened

This is the filing subsidiaries forget. Every Indian entity that has received foreign direct investment, and still carries a foreign investment balance at 31 March, files the annual return on foreign liabilities and assets with the Reserve Bank, on the FLAIR portal, by 15 July. No fresh investment that year? Still file. Think of FC-GPR as reporting the event and the FLA return as the annual census: the Reserve Bank wants to know what foreign money is still standing in the country, not only what arrived. If you filed on unaudited figures, revise the return once the audit is done. Put it on the calendar now.

5. ECB-2 — only if the parent lends instead of investing

Not every subsidiary borrows. If yours does — a loan from the foreign parent or another eligible lender abroad — it enters the external commercial borrowing framework, and that framework has its own reporting. The loan is registered through your AD bank and a Loan Registration Number is obtained before any drawdown. After that, Form ECB-2 reports the transactions: under the rules as amended in February 2026, it is filed for a month in which a drawdown or debt servicing took place, within seven calendar days from the end of that month, through the AD bank. Equity has FC-GPR. Debt has ECB-2. Confusing the two is a classic first-year error.

6. Transfer-pricing documentation and Form 3CEB — if you trade with your parent

Most subsidiaries do. The Indian company bills the parent for services, or pays it for software, licences and management support. Each dealing is an international transaction, and its price must be an arm's-length price — the price unrelated parties would have set. Keep the documentation the rules prescribe as the year goes, not next October; where the aggregate of international transactions crosses ₹1 crore, the full Rule 10D documentation duty applies. Form 3CEB, under Section 92E, is furnished by 31 October — a month before the return date in transfer-pricing cases. Decide your pricing method when the first intercompany agreement is signed. That is when it is cheap.

7. FC-TRS — when shares later change hands between resident and non-resident

FC-GPR covers new shares. It does not cover old ones changing owners. If shares are transferred between a resident and a non-resident — a parent selling a slice to an Indian partner, a resident founder selling to the parent, an exit — the transfer is reported in Form FC-TRS on the FIRMS portal within 60 days of the transfer or of receipt or remittance of consideration, whichever falls earlier. The pricing rules travel with it: a resident selling to a non-resident cannot sell below fair value, and a non-resident selling to a resident cannot take more than fair value. Diarise it at term-sheet stage, not at closing.

8. The annual cycle — AGM, then AOC-4 and MGT-7

The year closes in a set order. The annual general meeting is held within six months of the financial-year end — by 30 September for a 31 March year end. The financial statements adopted at that meeting are filed in Form AOC-4 within 30 days of the meeting. The annual return, in Form MGT-7 or the shorter MGT-7A where it applies, follows within 60 days of the meeting. Auditor appointments, board meetings and statutory registers sit around the same spine. Fix the AGM date early and the other two dates count themselves forward from it. Leave it late and all three compress into one miserable fortnight.

Read the list once more and notice its shape. Two filings are about the parent's money, one is about the person behind the parent, two switch on only when you borrow or trade inside the group, one waits quietly for a share transfer, and the rest is rhythm — July every year, autumn every year, month after month. Build the calendar in the first week and a subsidiary runs cleanly. Build it in the second year and you spend that year explaining the first.

If you have just incorporated — or are about to — and want this calendar built into your setup from day one rather than reconstructed later, talk to the team that handles company registration in India for foreigners at ComplyKart. We will map each of these eight filings to your dates, your parent structure and your first hires, and tell you plainly which ones apply to you and which do not.