Incorporation of Wholly Owned Subsidiary in India
Legal Terminus can help you with Incorporation of Wholly Owned Subsidiary (WOS) in India, as and when required, in a hassle-free manner within a reasonable time span. We provide expert assistance to meet your business setup needs in India.
- 7 Steps Registration
- Hassle Free
One of our executives will contact you soon.
A Wholly Owned Subsidiary in India by Foreign Companies is a preferred corporate structure for global businesses looking to expand into the Indian market. This type of entity is registered as a private limited company where 100% of the shares are held by the foreign parent company, ensuring complete control over operations.
A WOS enjoys a separate legal identity, and its management remains distinct from ownership—making it a compliant and strategic choice for international stakeholders. It offers several benefits, including access to India’s vast market, eligibility for sector-specific incentives, and simplified repatriation of profits in sectors allowing 100% FDI.Below, we address some common queries related to registering a Wholly Owned Subsidiary in India by foreign companies.
Steps For Incorporation of Wholly Owned Subsidiary in India
The broad process of registering a Wholly Owned Subsidiary in India involves the following steps:
- Note 1 COI, MOA, and AOA of the incorporated company shall be provided by us
- Note 2 PAN, TAN, EPF, ESI, and Bank Accounts details shall be received through your registered mail ID directly from the department.
Frequently Asked Questions on Wholly Owned Subsidiary (WOS) in India
- A WOS is a private limited company in India where 100% of the shares are held by a foreign company. It operates as a separate legal entity.
Yes, a foreign company can directly incorporate a WOS in India under the Companies Act, 2013.
You need at least two directors, and at least one must be an Indian resident (staying in India for at least 182 days in the previous year).
No physical visit is required. All documents can be signed and notarised and / or apostilled abroad and submitted electronically.
Most WOS entities are registered as Private Limited Companies due to limited liability and ease of operation.
Almost all sectors are allowed, except a few like real estate, defence, or agriculture which have restrictions under FDI policy.
In most sectors under the automatic route, no prior approval is required. In others, prior approval via the Government route is necessary.
- Key documents include:
- Board Resolution
- Certificate of Incorporation
- Charter documents (MoA & AoA)
Authorized representative ID & proof (All notarized and apostilled)
The capital must be remitted through banking channels in foreign currency and reported to the RBI via Form FC-GPR within 30 days of share allotment.
Yes, AGMs must be held, but can be conducted virtually (via VC) as per MCA Circulars—even if all shareholders are outside India.
- Key compliances include:
- Filing FC-GPR with RBI
- Annual ROC filings (AOC-4, MGT-7)
- Income tax return
Transfer pricing reports (if applicable)
It depends on the sector. Most sectors are under the Automatic Route, but sectors like telecom, defence, and media require Government Route approval.
Shares must be allotted within 60 days of receiving money. Failing this, the money must be refunded within the next 15 days.
Yes, a WOS is a fully functional company and can enter into contracts, raise invoices, and receive international payments, subject to FEMA compliance.
If the WOS has international transactions with its parent or other group companies, it must comply with Indian Transfer Pricing Regulations, including maintaining documentation and filing Form 3CEB.