This is the route most foreign companies take into India. I have walked it with founders from a dozen countries. It works. I have seen it work dozens of times. And the part most founders get wrong has nothing to do with the law at all.

A foreign company sets up a wholly owned subsidiary by incorporating a private limited company with the parent as 100% shareholder, appointing at least one resident Indian director, and completing the FEMA reporting after the capital arrives. It can all be done remotely - nobody needs to visit India.

Think of it like planting a sapling in new soil. Once it takes root, it becomes its own tree - its own directors, its own bank account, its own tax filings. But it still sends you a report card every year. That report card is the FEMA filing. It is not optional.

What exactly is a wholly owned subsidiary?

It is an Indian private limited company in which the foreign parent owns all the shares. "Wholly owned" describes the shareholding; legally, the subsidiary is its own person under the Companies Act - its own directors, bank account, tax filings, and compliance calendar.

The requirements are straightforward: a minimum of two directors, with at least one resident director - someone who has stayed in India for 182 days or more in the previous calendar year. The resident director need not hold any shares. A minimum of two shareholders, both of whom can be foreign - typically the parent plus one nominee or group entity. No minimum share capital.

One hundred percent foreign ownership is allowed wherever India's FDI policy permits - most sectors under the automatic route. A few sectors need government approval first, and these lists get updated, so check your sector's current position before you commit. Rules change. Get current advice.

What documents does the parent company need?

The parent company's paperwork is where timelines are won or lost, so get this right early: the certificate of incorporation, the constitutional documents - memorandum and articles, or your country's equivalent - and a board resolution authorising the investment and naming who signs on the parent's behalf.

Every one of these must be notarised and then apostilled under the Hague Convention - or consularised at the Indian embassy if your country is not a Hague member. This step happens in your home country, on your home country's procedures and timelines. In my experience, it is the longest part of the whole setup. Start it first.

ComplyKart has helped founders from many countries set up in India, and the pattern never changes. The apostille step is what decides the timeline. Everything after it moves at the MCA's pace. That pace is usually quick.

What do the directors need?

Each proposed director - foreign or Indian - needs a Class 3 Digital Signature Certificate, because every filing on the MCA portal is signed digitally. For foreign directors, the DSC application includes a video verification step that can be done remotely.

DINs - Director Identification Numbers - come through the SPICe+ incorporation process itself. Each foreign director and shareholder also provides a passport copy, an overseas address proof, and a photograph, notarised and apostilled like the parent company's documents.

Here is a shortcut worth knowing. If a foreign signatory visits India on a business visa and signs the incorporation documents while in the country, the apostille step for those documents can generally be avoided. One trip can save weeks.

The process, step by step

Step 1 - Get the parent company's documents ready

Board resolution, certificate of incorporation, constitutional documents - notarised and apostilled in the home country. Start here. This runs in parallel with everything else.

Step 2 - Digital signatures and director details

Class 3 DSC for each proposed director, with remote video verification for foreign directors. Collect passports, address proofs, and photographs.

Step 3 - Reserve the company name

The proposed name is checked and reserved through the MCA's SPICe+ system. Keep one or two backups ready in case your first choice sits too close to an existing name.

Step 4 - Draft the MOA and AOA

The Memorandum and Articles of Association define what the company will do and how it will run. For a subsidiary, they reflect the parent's intended business. This is legal drafting, not a formality.

Step 5 - File for incorporation

The incorporation application goes in through SPICe+, digitally signed by the directors. The Registrar verifies everything and issues the Certificate of Incorporation, with PAN and TAN issued automatically.

Step 6 - Open the Indian bank account

With the certificate in hand, the subsidiary opens its current account in India. The resident director typically handles the KYC steps with the bank.

What happens after the certificate arrives?

Incorporation is the halfway point, not the finish line. The parent now remits the subscription money from abroad through proper banking channels. The subsidiary allots the shares, issues share certificates, and obtains the Foreign Inward Remittance Certificate - the FIRC - from the bank as proof the money came from abroad.

Then the FEMA clock starts: Form FC-GPR goes onto the RBI's FIRMS portal within 30 days of the share allotment, reporting the foreign investment. This is a hard deadline - diary it from day one. After that: annual ROC filings, statutory audit, income tax return, GST if applicable, and the yearly FLA return under FEMA.

If you want the whole journey in one view - process, documents, and timelines, explained the way we would explain them on a call - read ComplyKart's guide for foreign founders on setting up a company in India as a foreigner.

What usually takes the longest?

Honestly? Not the government. Once complete documents reach the MCA, incorporation typically moves within a few weeks. The slow parts are always on the founder's side: the apostille back home and DSC video verification. Plan for those, and the timeline behaves.

Our page on company registration in India for foreigners carries the document checklist we send every parent company. Use it.

What to do next

A subsidiary setup has many moving parts across two countries - which is exactly why one team should run the whole thing: the home-country document checklist, the MCA filings, the bank account, and the FEMA reporting afterwards. Tell us about your parent company and timeline, and we will map the full process with a fixed written quote before anything starts. Talk to our team - call +91 7982659624, write to info@complykart.com, or message us on WhatsApp. The first conversation is free.