Documents Required for Foreign Subsidiary in India
Establishing a foreign subsidiary in India requires precise adherence to the Companies Act, 2013 and FEMA (Foreign Exchange Management Act) regulations, and the paperwork trail differs meaningfully from a purely domestic incorporation. This checklist outlines every document typically needed for incorporation via the SPICe+ (INC-32) integrated form, along with the linked PAN, TAN, EPFO, ESIC, and GST registrations that now bundle into the same MCA filing. Foreign parent companies most often set up an Indian subsidiary as a private limited company under Section 2(87) read with Section 4 of the Companies Act, since it offers limited liability and clean equity capital inflow under the automatic FDI route for most sectors. Our team at PNPC Global manages these filings end-to-end to prevent common rejection reasons like incomplete director KYC, missing apostille stamps, or inconsistent name spellings across documents. Getting the document set right the first time is the single biggest lever for keeping the incorporation timeline close to the typical 3-5 week window rather than drifting into resubmission cycles.
Before you start
- Valid passport copies and address proofs for all proposed directors, including at least one director who is a resident of India per Section 149(3)
- Apostilled or consularised certified copies of the foreign parent company's incorporation documents (if executed outside India, per the Hague Apostille Convention where applicable)
- Digital Signature Certificates (DSC) for at least one director, obtained online or via a courier-based video verification process
- Director Identification Number (DIN) application data ready for directors who do not already hold one
- A board resolution from the foreign parent authorising the Indian subsidiary's incorporation and naming the authorised signatory
- Proposed registered office address proof in India (rent agreement/NOC and a recent utility bill, or ownership documents)
- Four to six proposed company name options that comply with MCA's naming guidelines and do not conflict with existing trademarks
- A notarised or apostilled Power of Attorney if the parent company's signatory cannot personally execute Indian filings
Step-by-step
Prepare corporate identity documents of the foreign parent
Gather certified copies of the foreign company's Certificate of Incorporation, Memorandum/Articles of Association (or their nearest local-law equivalents), and a board resolution authorising the Indian subsidiary. These documents must carry an apostille stamp (for Hague Convention member countries) or be consularised through the Indian embassy/consulate in the country of origin, and then translated into English by a certified translator if not already in English.
- Keep at least 2-3 apostilled sets on hand, since ROC, banks, and GST authorities each may want their own certified copy.
- Apostille processing timelines vary widely by country, so start this step first — it is usually the long pole in the schedule.
Reserve the proposed company name
File Part A of SPICe+ (or a standalone RUN — Reserve Unique Name — application) with up to two name options per attempt. The name should include 'Private Limited' as a suffix and must not be identical or deceptively similar to an existing registered company or trademark.
Cross-check the shortlisted names against the MCA's own company/LLP database and the Trade Marks Registry's public search before submission to reduce the chance of rejection.
Compile KYC documents for all proposed directors
Collect valid passport copies and recent address proofs (utility bills, bank statements, or government-issued ID not older than two months) for every proposed director. For foreign nationals, passports must be apostilled/consularised if used as identity proof for DIN allotment; scan all documents in colour and legible resolution, keeping each attachment within the SPICe+ portal's file-size limits (confirm current limits at filing time, as MCA periodically revises them).
Also collect passport-sized photographs and a declaration in Form INC-9 / DIR-2 confirming consent to act as director.
Secure Digital Signature Certificates (DSC)
Obtain Class 3 DSCs for all proposed resident directors and the authorised signatory, since Class 2 DSCs have been phased out by most Certifying Authorities. Foreign directors typically complete DSC issuance through video-based identity verification or an embassy-attested application, which can add several days if not initiated early.
Without a valid DSC, none of the SPICe+ linked e-forms can be digitally signed and filed.
Draft and execute the board resolution and subscriber documents
Prepare a board resolution from the foreign parent authorising the incorporation, capital subscription, and appointment of the first directors, along with the Memorandum of Association (INC-33/e-MOA) and Articles of Association (INC-34/e-AOA) for the new Indian entity. Where the subscriber is a foreign body corporate, the subscriber sheet must be signed as per the home country's local law and apostilled/notarised accordingly.
Ensure the authorised and paid-up share capital figures in these documents match exactly what is entered on the SPICe+ form.
File the integrated SPICe+ (INC-32) application
Submit SPICe+ Part B along with linked e-forms (AGILE-PRO-S for GST/EPFO/ESIC/bank account, e-MOA, e-AOA, and INC-9) to the Registrar of Companies (ROC) having jurisdiction over the registered office state. This single integrated filing now also captures PAN and TAN applications, so the correct director and shareholder details must be entered consistently across every linked form.
Double-check that the registered office proof, subscriber KYC, and apostilled parent-company documents are all uploaded as the specified attachment types — mismatched attachment names are a common cause of resubmission requests (RSUB) from the ROC.
Respond to any ROC resubmission (RSUB) queries
The Registrar may raise clarifications on name similarity, object clause wording, or document legibility. Respond within the stipulated resubmission window (generally 15 days, though the exact window is specified in the RSUB notice) with corrected attachments to avoid the application being treated as invalid and having to restart.
Receive the Certificate of Incorporation, PAN, and TAN
On approval, the ROC issues an electronic Certificate of Incorporation (COI) bearing the Corporate Identification Number (CIN), along with the Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) generated through the same SPICe+ filing. These are the foundational documents needed to open a bank account and begin operations.
Open a corporate bank account and remit foreign share capital
Approach an Authorised Dealer (AD) bank with the COI, PAN, MOA/AOA, board resolution, and KYC documents to open a current account. Foreign capital contributed towards share subscription must be remitted through banking channels and reported via Form FC-GPR on the RBI's FIRMS portal within 30 days of share allotment, as required under FEMA's Foreign Direct Investment reporting norms.
Missing the FC-GPR filing window can attract compounding proceedings with the RBI, so track this deadline from the date shares are actually allotted, not the date of incorporation.
Register for GST if applicable
If the subsidiary's aggregate turnover is expected to exceed the applicable GST registration threshold, or if it will undertake inter-state supplies, e-commerce, or import/export activity, complete GST registration — this is often already initiated through the AGILE-PRO-S form filed alongside SPICe+. Submit the incorporation certificate, PAN, registered office proof, and authorised signatory KYC to activate the GSTIN.
Complete post-incorporation statutory compliances
Within the timelines prescribed under the Companies Act, hold the first board meeting, appoint a statutory auditor (Form ADT-1), open a registered office display board, and file the Commencement of Business declaration (Form INC-20A) before the subsidiary can start operations or borrow money — non-filing can attract per-day penalties and, in persistent cases, a strike-off risk.
Common mistakes to avoid
- Submitting non-apostilled or non-consularised foreign corporate documents, which leads to immediate rejection or an RSUB query from the ROC.
- Using expired passport copies or address proofs older than two months for directors, causing KYC and FEMA compliance delays.
- Failing to obtain DSCs before filing SPICe+, resulting in an inability to digitally sign the linked e-forms.
- Letting subscriber and director details differ even slightly (spelling, DOB format, address) across the MOA, AOA, and SPICe+ form, which triggers manual scrutiny.
- Missing the 30-day FC-GPR reporting deadline on the RBI FIRMS portal after share allotment, which can attract compounding action under FEMA.
- Assuming a Power of Attorney is always an acceptable substitute for an original board resolution — the ROC generally expects the resolution unless signing is genuinely impractical.
- Delaying the Commencement of Business filing (INC-20A) or first auditor appointment (ADT-1) after incorporation, which invites late fees and compliance flags.
- Choosing a proposed name that closely resembles an existing trademark without checking the Trade Marks Registry first, leading to avoidable name-reservation rejections.
Frequently asked questions
Is physical presence in India required for foreign directors?
No, foreign directors do not need to reside in India to be appointed. However, Section 149(3) of the Companies Act requires at least one director on the board to have stayed in India for a minimum number of days in the previous calendar year, and that resident director typically needs a valid Indian DSC and PAN to sign filings.
How long does the apostille process take?
Timelines vary considerably by country and by whether the document goes through a centralised apostille authority or a multi-step consularisation process. It commonly takes anywhere from a few days to a few weeks, so it is worth starting this step as soon as the decision to incorporate is made, well before other paperwork is finalised.
Can a Power of Attorney be used instead of a board resolution?
It is possible in specific circumstances, but the ROC generally prefers an original board resolution from the foreign parent authorising the incorporation. A POA is more commonly accepted for day-to-day signing authority (such as authorising a local representative) rather than as a full substitute for the incorporation resolution itself.
What happens after the SPICe+ application is approved?
Once the Registrar approves the SPICe+ filing, the subsidiary receives an electronic Certificate of Incorporation along with PAN and TAN in the same process. The company can then open a bank account, receive foreign capital, and proceed with post-incorporation compliances like the first board meeting and auditor appointment.
Does a foreign subsidiary need RBI approval to set up in India?
Most sectors fall under the automatic route for foreign direct investment, meaning no prior RBI or government approval is needed for the investment itself, though sectors under the government approval route (certain defence, media, or multi-brand retail categories, for example) require prior clearance. Either way, the share allotment to the foreign parent must still be reported to the RBI via Form FC-GPR.
What is the minimum capital required to incorporate a subsidiary in India?
There is no statutory minimum paid-up capital requirement for a private limited company under the current Companies Act framework, so the subsidiary can be capitalised at an amount that reflects genuine operating needs rather than a fixed regulatory floor.
Do the parent company's financial statements need to be filed with the Indian ROC?
The Indian subsidiary itself files its own financial statements and annual returns with the ROC each year. Separately, if the foreign parent is classified as a 'foreign company' with a place of business in India under Section 380, additional disclosure requirements can apply, though a purely investing parent typically does not trigger this.
How is the registered office address proof handled if the company doesn't have Indian premises yet at filing time?
A registered office is required at the time SPICe+ is filed, so most foreign parents either lease a small office, use a virtual/serviced office address with a valid NOC from the property owner, or route the initial filing through their Indian professional advisor's address before shifting the office once operations begin.
Can the subsidiary's name include the parent company's brand name?
Yes, provided the parent authorises use of its name/trademark and the name otherwise satisfies MCA's naming rules; a No Objection Certificate or authorisation letter from the foreign parent is usually attached to support this during name reservation.
What tax registrations does the subsidiary need beyond PAN and TAN?
Depending on the nature of the business, the subsidiary may additionally need GST registration, Professional Tax registration (in applicable states), EPFO and ESIC registration once employee headcount crosses the prescribed thresholds, and Import Export Code (IEC) if it will import or export goods or services.
How does PNPC Global help beyond the document checklist?
PNPC Global coordinates the apostille/consularisation process with the parent's local counsel, prepares and reviews the SPICe+ linked forms for internal consistency, tracks the FC-GPR reporting deadline after capital remittance, and handles the post-incorporation compliance calendar so the subsidiary doesn't miss early filing deadlines.
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