Foreign Subsidiary

A private limited company should have minimum of 2 Directors and Maximum of 15. Out of the proposed directors of the company, one must be a resident of India (should have stayed in India for 182 days or more in the running financial year).

Apply Digital Signature Certificate (DSC) and Director Identification Number (DIN) for the Directors.

The proposed business should choose a unique name related to their business and the availability of the name should be checked with MCA (Ministry pf Corporate Affairs) through RUN (Reserve Unique Name) service. The Name should not match with any other existing company or trademark in India.

Before application for name approval, foreign Company has to choose the name on basis of followings:

• In case of Subsidiary or WOS, foreign Company can use coin word of its name as coin word for Incorporation of Company in India to take the Benefit of Its goodwill in foreign County.
• Foreign Company can apply the same name (name in foreign country) in India by using word “India” in its name.
• If foreign Company having any registered Trade Mark then it can use such trademark for Incorporation of Company in India.
• Any other name as decided by the Foreign Company.

A company can be incorporated by filling the electronic application form – SPICEe (Simplified Proforma for Incorporating Company Electronically) with the following supporting documents:

• The memorandum and articles of the company duly signed by all the subscribers to the memorandum
• A declaration from (INC 9) each of the subscribers to the memorandum and from persons named as the first directors
• The address for correspondence till its registered office is established
• The particulars of subscriber’s name, including surname or family name, residential address, nationality and such other particulars of every subscriber to the memorandum along with proof of identity
• In the case of a subscriber being a body corporate, such particulars such as registration number of body corporate, name of the body corporate with registered office address and board resolution copy authorizing the specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed by the body corporate, and the name, address and designation of the person authorized to subscribe to the Memorandum
• The particulars of the persons mentioned in the articles as the first directors of the company, their names, including surnames or family names, the Director Identification Number, residential address, nationality and such other particulars including proof of identity

On the successful payment of Incorporation fees and stamp duty and after the verification of documents by MCA (Ministry of Corporate Affairs), Certificate of Incorporation along with PAN and TAN are issued by RoC (Registrar of Companies)

Every company having Foreign Investment is required to report Reserve Bank of India for the same.
The following securities are considered under FDI:

• Equity Shares
• Convertible Preference Shares
• Convertible Debentures

Within 30 days of Issue of securities, the company shall file FC-GPR with the RBI in single master form in the following manner:

• Certificate from the company secretary that all the requirements of Companies Act 2013 has been complied with.
• Valuation Report
• Board Resolution for the allotted securities
• Copy of FIRC
• Copy of KYC