Taking your business into India by creating a foreign subsidiary or wholly owned subsidiary (WOS) can be a great idea for companies wanting to expand. But getting through the paperwork and legal stuff in a new country like India needs some careful thinking and following the rules. So, in this blog, we’re going to give you a simple checklist to guide you through the process of setting up your foreign subsidiary or WOS in India.
To incorporate a Wholly Owned Subsidiary (WOS), you’ll need the following information:
1. Authorized Share Capital
2. Paid-up Capital
3. Per share value (Face value)
4. Number of Shareholders
5. Registered Office Address
6. Phone Number & Email Address of the Company
7. Copy of utility bills (dated within the last two months)
The following details are required for the Nominee Shareholder and Director who already has a Director Identification Number (DIN):
1. Proof of identity and residential address – Self-attested PAN and Aadhaar
2. Email address and phone number
3. Passport-sized photograph
The following information is needed for Nominee Shareholders and Directors who do not have a Director Identification Number (DIN):
1. Proof of identity – Self-Attested Passport, Driving License, or Voter ID
2. Email address and phone number
3. Passport-sized photograph
4. Duration of stay at present address
5. Educational Qualification
6. Proof of residential address – Self-Attested Bank Statement (dated within the last 2 months)
7. Self-attested PAN and Aadhaar
8. Occupation
The following details are required for the Authorized Signatory:
1. Apostilled copies of Proof of identity – Self-attested PAN, Aadhaar, and Passport
2. Apostilled copies of Proof of residential address – Utility bill, Phone bill with complete address
3. Information/Documents required from the foreign Company:
– Apostilled copy of a resolution of the foreign company mentioning the name of the authorized representative and number of subscription of shares.
– Apostilled copy of Charter of Foreign Company (MOA, AOA, Certificate of Incorporation, or any other equivalent document as per the country of Incorporation).
– Apostilled copy of ID proof of authorized representative, if the person is a non-resident of India.
– Name of one Resident Director.
– Name of Nominee (in case of incorporation of WOS).
– If the Director does not have a DIN, it is mandatory to attach:
– Proof of identity and residential address of the subscribers (Duly apostille or notarized in the country of origin).
– Declaration from the foreign subscribers regarding not having PAN. (Duly apostille or notarized in the country of origin).
– NOC from the owner of the property.
– Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent receipts).
The following additional documents are required:
1. Memorandum of Association of the Company (Physical copy of MOA to be prepared) (Duly apostilled in the country of origin).
2. Articles of Association of the Company (Physical copy of AOA to be prepared) (Duly apostilled in the country of origin).
3. Signature on EPFO document.
4. Form INC-9 (Physical copy of MOA to be prepared).
Post Incorporation:
Step 1: Receipt of Subscription Money from Foreign Subscriber.
Step 2: Filing of e-form 20A – Declaration of Commencement of Business.
Step 3: Collection of FIRC Certificate from the Bank as per Guidelines.
Step 4: Issuance of Share Certificate to the subscribers.
Step 5: Filing of FCGPR with RBI as per FDI Guidelines.
