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Incorporation Of Wholly Owned Subsidiary

Incorporation Of Wholly Owned Subsidiary in India
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A Wholly Owned Subsidiary (WOS) is a company in which 100% of the shares are held by a single parent company, whether Indian or foreign. It is one of the most preferred business structures for companies looking to expand operations, create separate business verticals, or establish a presence in India with complete ownership and control.

We provide complete assistance for Wholly Owned Subsidiary registration in India, including company incorporation, document preparation, regulatory filings, and compliance support. For foreign parent companies, we also assist with FEMA-related compliance and incorporation requirements applicable under Indian law. Government fees, stamp duty, DSC charges, apostille/notarization expenses, and applicable FEMA or banking charges are billed separately on actuals with complete transparency.

Fully Online Registration Process
100% Parent Company Ownership
Indian & Foreign Parent Support
Complete FEMA & ROC Assistance

100+

WOS structures incorporated

Indian + Foreign

parent jurisdictions covered

7+

Years of Legal Expertise

TRACK A • INDIAN-PARENT WOS

CHOOSE YOUR PLAN

Standard WOS incorporation with complete ROC compliance support

Elemental
₹10,999
₹7,999
+ Govt. fees & GST extra
  • Name Search & Availability Report
  • SPICe+ Part A name reservation (2 attempts)
  • DIN application for 2 directors (via SPICe+)
  • MOA & AOA drafting (Indian-parent WOS template)
  • Parent Board Resolution + Authorised Signatory drafting
  • Nominee shareholder declaration (Section 187)
  • Other documents preparation for Incorporation of WOS
  • SPICe+ Part B + AGILE-PRO-S filing
  • PAN + TAN + Certificate of Incorporation delivery
  • ESIC + EPFO registration
  • Govt fees, DSC, stamp duty at actuals
★ MOST POPULAR
Enriched
₹17,999
₹14,999
+ Govt. fees & GST extra
  • Everything in Elemental
  • 1st Board Resolution documentation
  • Bank account opening assistance
  • 1st Auditor Appointment Documents
  • Share Certificate
  • Commencement of Business (INC-20A)
  • Udyam / MSME Registration
  • GST Registration Assistance
✦ FULL-SERVICE
Supreme
₹29,999
₹26,999
+ Govt. fees & GST extra
  • Everything in Enriched
  • Directors' Report Preparation
  • Minutes of Board & General Meetings (1st FY)
  • Statutory E-Register Maintenance
  • Preparation of Auditor Appointment Paperwork
  • Preparation of List of Share Holders
  • Preparation of Extracts of AGM
  • Annual ITR Filing — Company
  • Financial Statements Filing — AOC-4
  • Annual Return Filing — MGT-7A
  • Auditor Appointment Filing — ADT-1
  • DPT-3 & MSME-1 Filing (if applicable)
  • ITR Filing for 2 Directors
TRACK B • FOREIGN-PARENT WOS

CHOOSE YOUR PLAN

Cross-border WOS with complete FEMA, FC-GPR & RBI compliance coverage

Elemental
₹26,999
₹19,999
+ Govt. fees & GST extra
  • Sectoral FDI eligibility check (auto vs approval route)
  • Name Search & Availability Report
  • SPICe+ Part A name reservation (2 attempts)
  • DIN application for 2 directors (via SPICe+)
  • MOA & AOA drafting (foreign-parent WOS template)
  • Apostille / notarisation coordination (parent docs)
  • SPICe+ Part B + AGILE-PRO-S filing
  • PAN + TAN + Certificate of Incorporation delivery
  • ESIC + EPFO registration
  • Govt fees, DSC, apostille, AD-Bank at actuals
★ MOST POPULAR
Enriched
₹47,999
₹34,999
+ Govt. fees & GST extra
  • Everything in Elemental
  • 1st Board Resolution documentation
  • 1st Auditor Appointment Documents
  • AD-Bank coordination (FIRC + KYC pull-out)
  • Form FC-GPR filing within 30 days of allotment
  • UDYAM / MSME Registration
  • GST Registration Assistance
  • INC-20A (commencement) filing
  • 30-day post-incorporation FEMA support
✦ FULL-SERVICE
Supreme
₹74,999
₹54,999
+ Govt. fees & GST extra
  • Everything in Enriched
  • Transfer pricing structure advisory (parent-WOS)
  • First-year FLA Return filing (by July 15)
  • ESOP / sweat equity scheme review (cross-border)
  • Statutory Registers Pack + share certificates printed
  • Trademark search + Class application (1 class)
  • IEC registration
  • Section 115BAA / 115BAB tax-regime advisory call
  • 90-day priority CA / CS / FEMA-counsel helpline

Indicative Government & Out-of-Pocket CostsBilled at Actuals

These are estimated government and out-of-pocket costs charged over and above our professional fee. Actual amounts may vary by state, director count, and parent jurisdiction.

Cost HeadIndian-Parent WOSForeign-Parent WOS
SPICe+ Filing Fee₹0 (≤ ₹15L)₹0 (≤ ₹15L)
RUN Name Reservation₹1,000 / attempt₹1,000 / attempt
Stamp Duty on MOA/AOA (State wise vary)₹500 – ₹12,600₹500 – ₹12,600
Class 3 DSC (per person)₹1,999 (3 persons)₹1,999 (3 persons)
Apostille / NotarizationNot applicable₹15,000 – ₹40,000
AD-Bank FIRC + KYCNot applicable₹2,000 – ₹8,000
FC-GPR (RBI FIRMS portal)Not applicable₹0 (govt fee NIL)
Total Out-of-Pocket (typical)₹6,500 – ₹17,000₹22,000 – ₹65,000

TERMS & CONDITIONS

By subscribing to any of the above plans, you agree to the following terms and conditions. Please read them carefully before proceeding.

  1. Professional Fee Only: All quoted prices are exclusive of government fees, statutory levies, apostille / notarisation costs, AD-Bank charges, and other out-of-pocket costs. Our fee covers professional services — advisory, MOA/AOA drafting, SPICe+ filing, FEMA / FC-GPR coordination (foreign-parent track only), and post-incorporation handover.
  2. Pricing Track Determined by Parent Type: Indian-parent WOS clients pay the Track A professional fee. Foreign-parent WOS clients pay the Track B professional fee (which absorbs FEMA, apostille, FC-GPR, AD-Bank coordination scope not present in Track A).
  3. Government Fees Payable Separately: RUN name reservation fee (₹1,000 per attempt), and state stamp duty on MOA/AOA (₹500 – ₹12,600+) — applicable to both tracks. FC-GPR filing fee on the RBI FIRMS portal is NIL (foreign-parent track only).
  4. Apostille & Notarisation (Foreign-Parent Track Only): Foreign parent documents (Certificate of Incorporation, MOA/AOA, Board Resolution, POA, UBO declaration) must be apostilled in the parent's home jurisdiction (Hague Convention countries) or notarised + Indian embassy attested (non-Hague). Apostille / consulate charges typically ₹15,000 – ₹40,000 — client needs to do at their end.
  5. DSC, DIN & AD-Bank Charges: Class 3 DSC at ₹1,999 + GST per person — required for 2 directors and the nominee shareholder (3 typical). DIN auto-applied via SPICe+ for 3 directors, more than 3 directors, it is at ₹500 each. AD-Bank FIRC + KYC pull-out fees ₹2,000 – ₹8,000 (foreign-parent track only).
  6. GST on Our Fee: All quoted prices are exclusive of GST @ 18%, charged at checkout.
  7. WOS Structure: A WOS Pvt Ltd requires the parent + 1 nominee shareholder (since Section 3(1)(b) of the Companies Act mandates a minimum of 2 shareholders). The nominee holds 1 share on behalf of the parent under a declaration of nominee shareholding (Section 187). Parent owns 99.99%+ economically; substantive control sits 100% with the parent.
  8. Resident Director: At least one director must be 'resident in India' under Section 149(3) — stayed 120+ days in the immediately preceding financial year.
  9. Sectoral FDI (Foreign-Parent Track Only): 100% FDI is permitted under the auto route in most sectors. Restricted sectors (banking 74%, insurance 74%, single-brand retail 100% with conditions, multi-brand retail 51%) and prohibited sectors (atomic energy, lottery, gambling, real estate trading) require government approval or are off-limits. Sectoral eligibility check is part of our discovery call.
  10. Out-of-Scope Items: ODI compliance for the parent (where applicable), transfer pricing study + Form 3CEB, branch / liaison / project office registration, Form FCA (External Commercial Borrowings), and annual statutory audit are not included and quoted separately.
Wholly Owned Subsidiary Incorporation by Legal Terminus

Legal Terminus Priority ⚖

A Wholly Owned Subsidiary (WOS) — whether backed by an Indian parent or a foreign parent — is more than a standard Private Limited Company. It requires carefully structured governance, parent-company control mechanisms, related party transaction safeguards, and, in the case of foreign investment, FEMA and RBI compliance layered over Companies Act requirements. At Legal Terminus, your file is handled end-to-end by senior professionals, with FEMA counsel support available for foreign-parent structures.

What you get

  • ⚡72-hour SLA on the first draft of MOA & AOA, along with same-day sectoral and structural guidance during the discovery call.
  • ✅Senior expert-reviewed AOA covering parent reserved matters, board structure, transfer restrictions, and RPT carve-outs.
  • 🔄Real-time updates on CRC approvals and, where applicable, FC-GPR and FIRMS portal filings — ensuring no critical compliance timelines are missed.
  • 📞Direct access to your assigned expert and dedicated FEMA counsel support for foreign-parent legal coordination.
  • 📑Complete post-incorporation compliance kit including COI, MOA/AOA, Share Certificates, Statutory Registers, FC-GPR acknowledgement (where applicable), and a structured 90-day compliance calendar.

Important Notes

  • Indian-parent WOS: Section 188 (Related Party Transactions) kicks in from Day 1 — every inter-company transaction (services, royalty, lending, leases) must follow arm's-length pricing and (above thresholds) require board / shareholder approval. We draft the RPT policy in our Enriched and Supreme tiers.
  • Foreign-parent WOS: FC-GPR within 30 days of share allotment is non-negotiable. Late filing attracts compounding under FEMA — typically 1% of investment per month, capped at 100%. Plan the AD-Bank inward remittance + share allotment + FC-GPR sequence carefully.
  • Resident director rule (Section 149(3)) is strict for both tracks — 120 days in India in the preceding FY.
  • FLA Return is the most-missed annual filing for foreign-parent WOS — due 15 July annually for any Indian company that has received foreign investment, regardless of whether new shares were allotted that year. Penalty under FEMA: compounding starts at ₹10,000+. The Track B Supreme tier includes Year-1 FLA filing.
Consult a Legal Expert
Wholly Owned Subsidiary illustration

Why Choose a Wholly Owned Subsidiary

A Wholly Owned Subsidiary (WOS) is a company where 100% of the shareholding is held by a single parent entity — either Indian or foreign. While the parent company retains complete ownership and strategic control, the subsidiary operates as a separate legal entity with its own directors, bank account, contracts, tax registrations, and financial records.

For Indian parent companies, a WOS is often used to create a dedicated entity for a specific business line, investment, acquisition, or operational segregation. For foreign parent companies, it is the most widely used structure for establishing an India presence for trading, services, manufacturing, technology, or R&D operations. While the incorporation process is governed by the Companies Act, foreign-owned subsidiaries also require compliance with FEMA, RBI reporting, and apostilled documentation requirements.

Indian-Parent WOS vs Foreign-Parent WOS: The Deep Dive

Same structure, different compliance layers. Here's the honest 2026 comparison:

ParameterIndian-Parent WOSForeign-Parent WOS
Governing FrameworksCompanies Act 2013Companies Act + FEMA + FDI Policy
Apostille on Parent DocsNot requiredRequired (Hague / non-Hague)
FC-GPR FilingNot applicableMandatory within 30 days
FLA Return (Annual)Not applicableMandatory by 15 July
Sectoral FDI RestrictionsNot applicableApplicable — auto / approval / prohibited
AD-Bank FIRC + KYCNot applicableRequired for inward remittance
Setup Timeline10 – 15 working days20 – 30 working days
Income Tax Rate22% (Sec 115BAA) / 25.17%22% (Sec 115BAA) / 25.17%
RPT Compliance (Sec 188)Mandatory (parent is RP)Mandatory (parent is RP)
Total Out-of-Pocket (typical)₹6,500 – ₹17,000₹22,000 – ₹65,000

Types of Wholly Owned Subsidiary in India

01

Indian-Parent WOS (Operating Subsidiary)

Indian holding company sets up a 100%-owned operating subsidiary for a specific vertical, brand, or geography. No FDI / FEMA scope. Typical use: spinning off a new business line, ring-fencing a high-risk activity, or setting up a separate legal vehicle for an M&A target.

02

Indian-Parent Step-Down Subsidiary

An Indian WOS that itself owns one or more further subsidiaries (parent → WOS-1 → WOS-2). Common in HoldCo/OpCo structures, multi-vertical conglomerates, and family business reorganisation. Triggers consolidated financials at WOS-1 under Section 129.

03

Indian-Parent IP / Royalty WOS

Indian holding company creates a WOS to hold patents, trademarks, software, or other intangible assets — licensed back to parent / group entities for royalty. Transfer pricing under domestic TP rules (Section 92BA). Cleaner audit perimeter for IP-heavy groups.

04

Foreign-Parent Operating WOS (Standard)

The most common foreign-entry structure. MNC parent + 1 nominee, 2 directors (1 resident), 100% FDI under auto route in most sectors. Used by tech, manufacturing, and services MNCs setting up India operations. Eligible for Section 115BAA (22% tax).

05

Foreign-Parent WOS in Restricted FDI Sector

Foreign-parent WOS in sectors with FDI caps or government-approval-route (single-brand retail, multi-brand retail, banking 74%, insurance 74%, defence). Requires DPIIT / FIPB approval (approval route) or compliance with sectoral conditions (auto with caveats).

06

Foreign-Parent WOS for R&D / Captive Services

Common structure for offshore captive centres serving the parent — IT, BPO, KPO, R&D. Eligible for Section 115BAA (22%). Transfer pricing under safe harbour rules (Rule 10TD). STPI / SEZ overlay possible for tax holiday in eligible cases.

Benefits of Incorporation Of Wholly Owned Subsidiary in India

WOS isn't just a structural choice — it's a strategic instrument. Whether your parent is Indian or foreign, here's what genuinely matters once you're past Day 1:

100% Parent Control

The parent owns 100% of the WOS economically — every share, every vote, every dividend. The 1-share nominee in a Pvt Ltd is a structural formality (held under Section 187 declaration of nominee shareholding). Strategic decisions, board composition, exit — all sit with the parent.

Limited Liability for Parent

The parent's liability is limited to its investment in the WOS. Creditors of the WOS cannot pierce the corporate veil to chase the parent's other assets, except in narrow fraud / undercapitalisation cases. Critical for ring-fencing high-risk verticals or new market bets.

Section 115BAA — 22% Concessional Tax

Domestic WOS Pvt Ltd companies (Indian-parent or foreign-parent) can opt for 22% tax under Section 115BAA. Effective rate ~25.17% with surcharge + cess. New manufacturing companies can qualify for Section 115BAB (15%). Massive long-term tax saving — same rate as standalone Pvt Ltd.

Clean Group Structure & Consolidation

Indian-parent groups get a clean Section 129 consolidation perimeter — financials roll up cleanly to the holding company. Foreign-parent MNCs get a single-entity Indian P&L for global consolidation. Either way, the WOS is the cleanest balance-sheet vehicle for sub-aggregation.

Easy Capital Injection

Indian-parent: capital injected via fresh share allotment + Form PAS-3 filing. Foreign-parent: inward remittance via AD-Bank + share allotment + FC-GPR. Both routes are well-established and predictable. No public markets, no investor approvals, no valuation disputes — the parent decides.

Strategic Optionality (Sale, Spin-off, IPO)

Because WOS is a separate legal entity with clean ownership, it's straightforward to sell (share-sale exit), spin-off (transfer to another group entity), or IPO (convert to Public Ltd). Group restructuring is dramatically harder if the same business sits as a 'division' inside a parent.

Steps For Incorporation of Wholly Owned Subsidiary in India

Indian-parent WOS: 10–15 working days. Foreign-parent WOS: 20–30 working days (apostille is the longest critical-path item). Both run on the same SPICe+ framework — only the documentation pack and post-step FEMA filing differ.

1

Discovery & Parent-Type LockDay 0

60-min call with our CS to confirm: parent type (Indian / foreign), parent's existing structure, intended business activity (NIC code), authorised + paid-up capital, and (for foreign parents) sectoral FDI route + jurisdiction.

2

Parent KYC Pack CollectionDay 0–3

Indian-parent: parent's PAN, COI, MOA/AOA, latest financials, Board Resolution authorising investment + nominating director(s). Foreign-parent: same set apostilled / notarised, plus UBO declaration and AD-Bank reference letter.

3

Apostille / Notarisation (Foreign Parent Only)Day 1–10

Parent documents apostilled in home jurisdiction (Hague Convention) or notarised + Indian embassy attested (non-Hague). Run in parallel with name reservation. SKIPPED for Indian-parent WOS.

4

DSC + DIN ProcurementDay 3–7

Class 3 DSC for 2 directors + 1 nominee shareholder. Aadhaar e-KYC (resident) or apostilled passport (non-resident). DIN auto-applied via SPICe+ for first 2 directors.

5

SPICe+ Part A — Name ReservationDay 5–8

Filed with 4 proposed names. CRC reviews under Rule 8. 2–3 working days. Reserved name valid for 20 days.

6

MOA & AOA Drafting (Track-Specific)Day 6–10

Indian-parent: MOA + AOA with parent reserved matters, RPT framework, transfer restrictions. Foreign-parent: same plus FEMA carve-outs and FDI compliance clauses. Two rounds of revision.

7

SPICe+ Part B + AGILE-PRO-S FilingDay 8–14

Master incorporation form filed: PAN, TAN, EPFO, ESIC, GSTIN, Bank Account. Stamp duty paid online. Indian-parent: Day 8–14. Foreign-parent: Day 12–14.

8

CRC Examination & COI IssuanceDay 10–22

CRC reviews under Rule 12. Indian-parent files: 3–7 days. Foreign-parent files take longer due to foreign-document scrutiny: 5–10 days. COI issued under Section 7(2). PAN, TAN, CIN allotted.

9

Post-Incorporation OnboardingDay 13–30

We deliver: COI PDF, MOA/AOA stamped, share certificates, PAS-3 / FC-GPR ack (track-specific), statutory registers, INC-20A reminder, FLA-tracker (foreign only), 90-day compliance calendar.

Documents Required for Incorporation of Wholly Owned Subsidiary in India

Six categories. Indian-parent docs are domestic KYC. Foreign-parent docs need apostille / notarisation. Per-person documents apply to all directors and the nominee shareholder. We send a personalised checklist after the discovery call.

Parent Company Documents

Identity, authorisations & capital structure

Parent Identity & Existence

Indian-parent: domestic KYC. Foreign-parent: apostilled / notarised
  • Indian-parent: PAN, Certificate of Incorporation, MOA/AOA, latest 1–2 years audited financials, latest Board Resolution
  • Foreign-parent: same set apostilled / notarised, plus UBO declaration and parent's tax residency certificate (for DTAA benefits)

Parent Authorisations

Foreign-parent docs require apostille
  • Indian-parent: Board Resolution authorising investment + appointing nominee director(s) + nominating authorised signatory
  • Foreign-parent: same Board Resolution apostilled, plus Power of Attorney for incorporation filings and bank reference letter from parent's primary bank

Capital Structure & Banking

Foreign-parent: FEMA-compliant subscription mode required
  • Authorised + paid-up capital plan
  • Indian-parent: parent's bank statement + NEFT remittance plan
  • Foreign-parent: AD-Bank coordination details for FIRC + KYC retrieval, FDI valuation certificate (Discounted Cash Flow / NAV / fair value by CA / Merchant Banker for inward share issue), FEMA-compliant subscription mode

Director, Nominee & Office Documents

Per-person KYC & registered office proof

Director Identity (Resident + Non-Resident)

Per person — all directors and nominee shareholder
  • Resident director: PAN + Aadhaar + utility bill (≤ 60 days)
  • Non-resident / foreign director: apostilled passport + foreign address proof + visa copy (if visiting)
  • Photograph, email id and mobile number
  • DSC + DIN to follow

Nominee Shareholder Documents

Resident Indian individual holding 1 share on trust
  • PAN + Aadhaar + address proof + photograph + DSC
  • Section 187 declaration of nominee shareholding (declaration of trust executed in favour of parent)
  • Shareholder consent

Registered Office Proof

Address must be in India
  • Latest electricity / gas / municipal tax bill (≤ 60 days old)
  • NoC from the property owner
  • If rented: notarised rent agreement
  • If co-working / virtual: service agreement + operator NoC

Incorporation Of Wholly Owned Subsidiary — FAQs

Got questions? We've got answers — straight, no-BS, legally accurate.

A Wholly Owned Subsidiary (WOS) is a company in which 100% ownership and control remain with a single parent company. The parent company may be Indian or foreign. The subsidiary operates as a separate legal entity with its own directors, bank account, statutory compliance, and financial records, while the parent company retains complete ownership of shares.
Yes. Both Indian and foreign companies can establish a Wholly Owned Subsidiary in India. Indian companies commonly use WOS structures for expansion, new business verticals, asset protection, or group restructuring, while foreign companies use it to establish their business presence in India.
The incorporation process under the Companies Act remains largely similar for both structures. However, foreign-parent subsidiaries also require compliance under FEMA and RBI regulations, including foreign investment reporting, apostille/notarisation of documents, and banking compliance.
Under the Companies Act, a Private Limited Company must have at least two shareholders. Therefore, even in a Wholly Owned Subsidiary structure, one share is usually held by a nominee shareholder on behalf of the parent company, while the parent company retains beneficial ownership and full control.
Yes. Every company registered in India must have at least one resident director who has stayed in India for the prescribed period under the Companies Act. This requirement applies to both Indian-parent and foreign-parent subsidiaries.
FC-GPR is an RBI reporting requirement applicable when a foreign investor invests in an Indian company. It is generally required for foreign-parent Wholly Owned Subsidiaries after share allotment. Indian-parent subsidiaries do not require FC-GPR filing.
An Indian-parent WOS generally takes around 10–15 working days, while a foreign-parent WOS may take around 20–30 working days depending on document readiness, apostille timelines, and regulatory approvals.
A Wholly Owned Subsidiary must comply with regular company compliances such as ROC filings, annual returns, statutory audit, board meetings, Income Tax filings, and other applicable legal requirements. Foreign-owned subsidiaries may also have additional FEMA and RBI reporting obligations.
Yes. Foreign companies can own 100% shares in many sectors under the automatic route, subject to applicable FEMA and FDI regulations. Certain sectors may require government approval or may have investment restrictions.
The required documents generally include parent company incorporation documents, board resolution, identity and address proof of directors/shareholders, registered office proof, and KYC documents. Foreign documents may require notarisation and apostille depending on the country of origin.
Legal Terminus provides complete assistance for Wholly Owned Subsidiary registration in India, including company incorporation, document drafting, FEMA-related support, RBI reporting assistance, and post-incorporation compliance guidance. We assist both Indian and foreign parent companies with transparent pricing and dedicated professional support throughout the registration process.

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