Register Indian Subsidiary Company
With the ease of doing business and Indian Government initiative like Make in India, Start-up recognition and promotions along with various other benefits and access to the best human resources in the World, foreign companies are keen to start their operations in India. A Foreign National (other than a citizen of Pakistan or Bangladesh) or an entity incorporated outside India (other than entities incorporated in Pakistan or Bangladesh) can invest and own a Company in India by acquiring shares of the company, subject to the FDI Policy of India.
Indian Subsidiary Company is may be a closely held or widely held business entity which involves foreign funding and managerial personnel. Basically the Indian subsidiary companies are promoted by the Foreign holding body corporates by subscribing to the memorandum of Association and Articles of Association of the proposed Indian Company with foreign funding. This form of business organizations are based on Multi National Companies (MNCs) which tie up with the local business organizations for technology absorption and development, entering into new and unexplored markets, research and developments.
INDIAN SUBSIDIARY COMPANY REGISTRATION
Basic information
With the ease of doing business and Indian Government initiative like Make in India, Start-up recognition and promotions along with various other benefits and access to the best human resources in the World, foreign companies are keen to start their operations in India. A Foreign National (other than a citizen of Pakistan or Bangladesh) or an entity incorporated outside India (other than entities incorporated in Pakistan or Bangladesh) can invest and own a Company in India by acquiring shares of the company, subject to the FDI Policy of India. In addition, minimum one resident Indian Director is required for incorporation of wholly owned subsidiary of an Indian Company.
Broadly, there are two entry routes for Foreign Company viz.: automatic route and approval route. Under automatic route, prior approval of Government through competent ministry or the department concerned is required. And under automatic route, there is no requirement of prior approval. Certain filings/intimations with the Reserve Bank of India within 30 days of receipt of investment money in India and filing of prescribed documents and particulars of allotment of shares within 30 days of allotment of shares to foreign investors. TO facilitate ease of doing business, upto 100% Foreign Direct Investment is allowed under the automatic route in most activities/sectors in India. Investment in activities / industries where automatic route is not available can be made with the approval of the Government. LEGALRAJ will assist in business set up in India.
What is the Private Limited Company ?
Indian Subsidiary Company is may be a closely held or widely held business entity which involves foreign funding and managerial personnel. Basically the Indian subsidiary companies are promoted by the Foreign holding body corporates by subscribing to the memorandum of Association and Articles of Association of the proposed Indian Company with foreign funding. This form of business organizations are based on Multi National Companies (MNCs) which tie up with the local business organizations for technology absorption and development, entering into new and unexplored markets, research and developments and many more objectives are there. Indian Subsidiary Companies may be in the form of Joint Ventures (JV) or Strategic Alliance (SA) or may the Wholly Owned Subsidiary (WOS) Companies.
What will you receive in Company registration package ?
- DIN of the Directors
- DSC of all promoters
- Name Reservation
- MOA & AOA
- Incorporation Certificate
- Directors Appointment
- PAN & TAN
- GST Registration
- Post Incorporation compliances
- Filing of Declaration of Commencement of Business
Advantages of Private Limited Company Registration
1. Separate Legal Entity (Management & ownership is separate):
Private Limited Company is a legal entity and a juristic person established under the Companies Act, 2013. Hence, a company has a wide range of legal capacities and the members (Shareholders/Directors) of a company have no personal liability to the creditors of a company for company's debts.
2. Perpetual succession gives longest business life:
Private Limited Company has 'perpetual succession', which means uninterrupted existence until it is legally dissolved. A company being a separate legal person, is unaffected by death or other departure of any member and it continues to be in existence irrespective of changes in ownership.
3. Large scale Borrowing Easily available:
Subsidiary Companies can raise equity funds or borrowed funds as per the requirements. Companies can also issue equity shares, preference shares, debentures and accept deposits with RBI permission. Banks and Financial Institutions prefer to provide funding to a company rather than partnership firms or proprietary concerns.
4. Easy share transfer process:
Ownership of a business can be easily transferred in a company by transferring shares. The signing, filing and transfer of share transfer form and share certificate is sufficient to transfer ownership of a company. In a private limited company, the consent of Board of Directors is required to effectuate share transfers.
5. Owning Property in own name:
Subsidiary Company being an artificial person, can acquire, own, and alienate, property in its own name. The property owned by a company could be machinery, building, intangible assets, land, residential property, factory, etc., No shareholder can make a claim upon the property of the company - as long as the company is a going concern.
6.Growth & expansion:
A Subsidiary Company is based on a principle of Fast growth and controlled management systems which generates potential achieve greater outputs due to 100% focus is on a business.
7. Advantage of Technology knowhow and upgradation:
Subsidiary Company bring technological support as it is being the Indian subsidiary company of the Foreign Company its very purpose is to cater to the need of the customers for technology, products, services across the globe and grow the business at the international level. Hence, it is the biggest advantage of the collaboration with the foreign companies with local business organization to enter the new market horizons which have never been explored before.
8. Start up registration for Income Tax benefits:
If your business is uniquely identified and has potential for generating the large scale employment opportunities, then you can register your Private limited Company under Govt.’s Start-Up India Scheme and take huge Income Tax Benefits for at least 5 years.
What are the minimum requirements for Registering a Company in India?
- DIN of 2 Directors
- Minimum 2 Shareholders *
- There is no minimum capital requirements
- DSC of the promoter - shareholders of proposed Company
- DIN of the proposed Directors
- Unique Name for the proposed Company
- Registered office Address of the Company
* (The Directors and Shareholders can be the same persons.)
What is next after registration of Company ?
- Appointment of 1st Auditors
- Opening of Bank Accounts
- Filing of Declaration for Commencement of Business in form INC-20A
- Minutes of Board meeting and their committees
- GST registration of the Company
- Obtaining the IEC No.
- Trade Marks/ Copyright Registration
- Start up registration
- Share Certificates to the subscribers
- Statutory Registers preparations
- Filing of Form AOC-4
- Filing of Form MGT-7
What is the procedure for Company registration ?
Step 1: Obtain the DSC Tokens of all the shareholders
Step 2: Apply for Name Reservation
Step 3: Prepare and filing of Form Spice Form INC-32 for incorporation
Step 4: Obtain the Certificate of Registration
Step 5: File Form INC-20A for Declaration of Commencement of Business
The entire process for registration of Company will take at least 7 to 15 working days from the receipt of all the necessary documents and filing with the ROC.
Note: Every single document of the foreign national must ne apostiled or consularised from their country of residence.
Precautions to be taken while name reservation
1. Meaningful: The name of your company should have some meaning even though more than two words combination is used. The name taken by the promoters of the Company should not be able to be challenged by anyone.
2. Unique: It should not create resemblance with the existing Company or LLP names or even the Trade Marks (either registered or in the process of registration).
3. Activity reflecting: In the name of your proposed Company, activity or main business object should be reflected or represented.
4. Should not be illegal / offensive: The name of your company should not be against law. It should not be abusive or against the customs and beliefs of any religion.
Documents
Passport Photo
Passport Photo of all parties
PAN Card
PAN Card of all parties
Aadhaar Card
Aadhaar Card of all parties
Landlord NOC
Format will be provided
Rent Agreement
Copy of Rent agreement (If rented property)
Electricity/ Gas bill
Bank Statement for Office of Company
Copy of Index II
Property Tax Receipt (If owned property)
Other Documents
Other documents will be intimated through e-mail.
FAQ
"ForeignCompany" means any company or body corporate incorporated outside India which,— (a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and (b) Conducts any business activity in India in any other manner. A Foreign National or a foreign company can invest and own a Company in India by subscribing to the MOAof the Company at the time of incorporation or acquire the shares of any existing company, subject to the FDI Policy of India. In addition, a minimum of one Indian Director who is anIndian Resident is required for incorporation of an Indian Subsidiary Company.
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Joint Venture Company Acquisition or takeover of the existing Company Incorporation of the Wholly Owned Subsidiary Company Limited Liability Partnership Liaison Office Representative Office Project Office or Branch Office
Latest Technology absorption Manpower training Rapid growth potential through strategic foreign alliance and Joint Ventures Contribution in earning of foreign currency of the country Export promotion of domestic goods or services Knowledge Process Outsourcing (KPO) and Business Process Outsourcing (BPO) Development industry under the Special Economy Zone
Minimum 2 Directors for Pvt. Ltd. Or 3 for Pub. Ltd. Minimum 2 Shareholders Pvt. Ltd. Or 7 for Pub. Ltd. (The Director and Shareholder can be same) DIN under the process of Incorporation itself DSC (Digital Signature Certificate for all the subscribers) The amount of Share Capital at your liberty At least 1 of the Director shall be an Indian Resident
A Joint Venture (JV) is a business entity created by two or more entities, generally characterized by shared ownership, shared returns and risks and shared governance. Companies typically pursue joint ventures for one of four reasons: to access a new market, particularly emerging markets; to gain scale efficiencies by combining assets and operations; to share risk for major investments or projects; or to access skills and capabilities; A Joint Venture (JV) might be on a contractual basis or on the equity capital basis.
When 100% share in the capital of the company is held by another company then target company is known to a Wholly Owned Subsidiary of that other Company that is the holding company.
'Liaison Office' means a place of business to act as a channel of communication between the principal place of business or Head Office or by whatever name called and entities in India but which does not undertake any commercial /trading/ industrial activity, directly or indirectly, and maintains itself out of inward remittances received from abroad through normal banking channel. Its role is limited to collecting information about possible market opportunities and providing information about the company and its products to prospective Indian customers. It can promote import/ export to/ from India and also facilitate technical/financial collaboration between parent company and companies in India. Approval for establishing a liaison office in India is granted by Reserve Bank of India (RBI).
'Project Office' means a place of business in India to represent the interests of the foreign entity executing a project in India but not a Liaison Office. A foreign company (other than Pakistan) may open project office/s in India provided it has secured from an Indian company, a contract to execute a project in India, and the project is funded directly by inward remittance from abroad; or the project is funded by a bilateral or multilateral International Financing Agency; or the project has been cleared by an appropriate authority; or a company or entity in India awarding the contract has been granted term loan by a Public Financial Institution or a bank in India for the Project. Reserve Bank of India has granted General Permission to foreign entities to establish a Project Office subject to specified conditions. Branch office may remit outside India profit of the branch net of applicable Indian taxes.
A Branch Office can be established by a body incorporated outside India, including a firm or association of persons, involved in manufacturing or trading activities. The process of setting up is an easy one with minimal compliance requirements.RBI provides guidelines to be followed for establishing a Branch Office.
The Memorandum of Association (MOA) states the main objects of the proposed company. The Articles of Association (AOA) on the other hand, contains the bylaws, rules and regulations and procedures for conducting the routine business operations and affairs of the Company. The Memorandum of Association and the Articles of Association of the Company are constitutional and important documents, however they cannot override the provisions contained in the Companies Act, 2013 and the rules made there under.
A company registration process is a legal process that usually takes 7-20 days for registration subject to the appropriate jurisdictional authority and the receipt of incorporation documents from the clients.
Yes of course, registered office address of the company can be changed after acquiring a commercial space. The process of change of company address is very easy and it can be done within very short time if the new address is within the same city and the same jurisdictional ROC.
Yes, any of the Directors of the Company can be appointed as Manager or Managing Director (MD) under the provisions of the section 196 of the Companies Act, 2013 and can draw a salary p.m. of p.a. as through Contract Of Service between the Company and the Manager or MD subject to certain terms and conditions mentioned in his/her employment agreement and that might require some professional help. Hence we would be delighted to serve you at our best.