Wholly owned subsidiary India registration creates a private limited company under the Companies Act, 2013, in which the foreign parent holds 100 percent of the share capital (a WOS). Setup requires at least two directors, one of them an Indian citizen and resident, and two shareholders, the parent plus a nominee holding a share on its behalf (India Briefing). There is no minimum paid-up capital (CompaniesNext). If the sector permits 100 percent FDI under the automatic route, no prior RBI approval is required (CompaniesNext). Incorporation runs through the MCA's SPICe+ form: class-3 digital signatures and name reservation valid 20 days (India Briefing), then a consolidated filing that delivers the certificate of incorporation with PAN and TAN (Acclime India). Key parent-side documents, such as the board resolution and the parent's registration documents, must be notarized and apostilled (Acclime India). The filing sequence itself runs about 5 to 9 working days once documents are ready (CompaniesNext); document preparation is not included in that count.
Most search results for this topic sell incorporation work from India. That is the commodity step. For a Western industrial parent, the costly error comes earlier: picking the wrong structure, understating parent-side document work, or treating SPICe+ filing days as the full project timeline.
Does a wholly owned subsidiary mean 100% ownership?
Yes, in substance. A wholly owned subsidiary in India is a company formed under the Companies Act, 2013. Another company, Indian or foreign, holds all of its share capital (India Briefing). For a foreign parent, that means 100 percent of the equity sits under the holding company (Acclime India).
There is one practical point that confuses boards abroad. Indian company law requires a private limited company to have at least two shareholders. The foreign parent cannot be the sole name on the register. The usual fix is a nominee shareholder who holds one share for the parent so the two-shareholder rule is met (India Briefing).
That nominee setup does not cut economic ownership the way a real third-party investor would. The nominee holds the share for the holding company. Shareholders may be people, entities, or a mix. There is no residence rule for shareholders (India Briefing).
A WOS is available only in sectors that allow 100 percent FDI (Acclime India). Sector eligibility is a pre-decision check, not a post-filing cleanup. If your sector does not allow full foreign ownership under the applicable route, a WOS is not the structure you are building.
WOS, branch office, or liaison office: which structure fits your India entry?
Incorporation is a commodity. Structure choice is not. A local chartered accountant can file SPICe+ for almost any client. The real cost sits in choosing WOS versus branch office versus liaison office before anyone opens the MCA portal.
Use the comparison below only for legal personality, billing power, and typical use. GST detail for each form is covered in our guide to GST registration for a foreign-owned company.
| Structure | Separate legal personality | Can invoice in India | Best fit | Where to read next |
|---|---|---|---|---|
| Wholly owned subsidiary (WOS) | Yes (Indian company under the Companies Act, 2013) | Yes, as an Indian company | Manufacturing and recurring sales | GST for foreign-owned companies |
| Branch office | No (extension of the foreign parent) | Yes, for activities permitted by the RBI | RBI-permitted activities without a full Indian company | GST for foreign-owned companies |
| Liaison office | No (extension of the foreign parent) | No (communication only; no commercial activity) | Market exploration and representation without revenue | GST for foreign-owned companies |
A WOS is an Indian private limited company with its own legal personality. The foreign parent owns 100 percent of the shares, subject to FDI sector rules (Acclime India; India Briefing). For manufacturing, local hiring, and recurring sales, this is the form most Western industrial parents need.
A branch office is not a separate Indian company. It is an extension of the foreign parent and may invoice only for activities the RBI permits.
A liaison office is narrower still: communication and representation only, with no commercial activity and no revenue generation under its RBI approval. Because a liaison office does not generate revenue, it does not normally take a GST registration. A WOS and a branch office register for GST like any Indian business once they fall under the GST rules. Full sequencing sits in the GST registration guide for foreign companies.
If you are not ready for an entity at all, and you only need people on the ground for a first manufacturing or sales push, an employer-of-record path can postpone incorporation. That path is not a substitute for a WOS when you need a local contracting party. It is still a valid interim option. See our employer of record guide for manufacturing in India.
For the wider Year 1 spend beyond company registration itself, use our realistic India market entry cost budget. Filing fees are not the budget.
Talk to an India market specialist
What are the requirements to set up a WOS in India?
Before you collect apostilles, confirm the structural minimums. These come from the Companies Act, 2013 framework in the sources below.
One widely cited reference article dates from September 2021. The structural rules it states still track the Companies Act, 2013. Treat process screens and portal labels as items to reconfirm at filing time (India Briefing).
Directors
- Minimum two directors (India Briefing).
- At least one director must be both an Indian citizen and an Indian resident (India Briefing).
The resident Indian director is often the first HQ friction point. Western boards expect to appoint only home-country executives. Indian law does not allow that mix for a private limited company.
Shareholders
- Minimum two shareholders for a private limited company (India Briefing; Acclime India).
- A public limited company requires seven subscribers (Acclime India).
- A nominee shareholder often holds one share for the parent so the two-shareholder rule is met while economic ownership stays with the holding company (India Briefing).
- No residence rule applies to shareholders (India Briefing).
Capital
There is no minimum paid-up share capital set for a private limited company (CompaniesNext). Subscribers should still put in enough capital to run the business.
Registered office and FDI
- The company's registered office must be in India (CompaniesNext).
- A WOS is possible only in sectors that allow 100 percent FDI (Acclime India).
- If the sector allows 100 percent FDI under the automatic route, no prior RBI approval is required for incorporation (CompaniesNext).
Name
The foreign parent may use its own name, in full or in part, followed by "Pvt. Ltd." for the subsidiary. It must pass a board resolution for that purpose and file it with the application (India Briefing). The subsidiary may also use the parent name with "India" included (Acclime India).
How do you incorporate a wholly owned subsidiary in India?
Incorporation is completed by filing the SPICe+ form on the Ministry of Corporate Affairs (MCA) portal. The same process also covers PAN, TAN, and GST registration (Acclime India). For a foreign parent, the sequence is simple once documents exist. The hard work is getting those documents ready at HQ.
Typical sequence
- Collect director and parent documents, including notarized and apostilled packs for foreign people and the foreign company (India Briefing; Acclime India).
- Obtain a class-3 Digital Signature Certificate (DSC) for every director (India Briefing).
- Reserve the company name through Part A of SPICe+ on the MCA portal (India Briefing; Acclime India).
- File the remaining SPICe+ forms with the Registrar of Companies (ROC) (Acclime India).
- Receive the certificate of incorporation, with PAN and TAN covered in the same process (Acclime India).
Name reservation accepts two name options per application. An approved name is reserved for 20 days. It can be extended to 40 or 60 days on request (India Briefing; Acclime India).
The working-day timeline below applies only after information is ready. It is the filing sequence, not the full project calendar. Parent-side notarization and apostille sit outside these numbers. No apostille duration is stated here because the sources used for this guide do not publish one.
| Step | What happens | Duration (working days, once information is ready) |
|---|---|---|
| Gather documents and information | Collect director, shareholder, and parent company details for the filing pack | 1 to 2 working days (CompaniesNext) |
| Obtain DSCs | Issue class-3 digital signatures for all directors | 1 to 2 working days (CompaniesNext) |
| Reserve the name (SPICe+ Part A) | File two name options on the MCA portal; approved name reserved 20 days, extendable to 40 or 60 | Reservation validity 20 days (extendable); not a CompaniesNext process-day figure (India Briefing; Acclime India) |
| File forms with the ROC | Submit the SPICe+ incorporation pack | 1 to 2 working days (CompaniesNext) |
| Certificate of incorporation | ROC issues the certificate; PAN and TAN are covered in the SPICe+ process | 2 to 3 working days (CompaniesNext; Acclime India) |
Add the four CompaniesNext process steps and you get about 5 to 9 working days of filing once documents are ready (CompaniesNext). Do not put "one to two weeks total" in a board paper. Apostille and HQ board process sit before day one of that sequence.
Which documents need notarization and apostille?
This is the step Western parents under-plan. Local advisors quote filing days. Parent legal teams often learn about notarization and apostille only after Indian counsel sends a checklist.
For a foreign director (DSC stage)
- Passport, notarized and apostilled
- Address proof (telephone or electricity bill, or current-month bank statement), notarized and apostilled
- Photograph
- Email address
- Indian mobile number (India Briefing)
For the foreign parent company (incorporation pack)
- Board resolution of the foreign company
- Identity documents of the authorized representative
- Address proof of the directors
- Certificate of registration of the parent
- Articles of association of the parent
Those parent-company items are notarized and apostilled for the Indian filing (Acclime India). If the subsidiary will carry the parent brand name, add the board resolution that allows use of the parent name with "Pvt. Ltd." (India Briefing).
Prepare the pack in parallel with name selection, not after name approval. A name reserved for 20 days can expire while an apostille is still in transit at HQ.
Do you need RBI approval to incorporate?
Not in every case, and not as a default step for every sector. If the subsidiary falls in a sector where 100 percent FDI is allowed under the automatic route, no prior RBI approval is required for incorporation (CompaniesNext).
Two conditions sit behind that sentence:
- The sector must allow 100 percent FDI at all. A WOS is only available where full foreign ownership is permitted (Acclime India).
- The investment must qualify for the automatic route. Automatic-route treatment is what removes the need for prior RBI approval at incorporation (CompaniesNext).
This guide does not list sector caps or route maps. Those change. Check current FDI policy for your product line before you instruct counsel.
The decision for a Western CFO is binary and early. Either your activity sits in an automatic-route, 100 percent FDI sector, and incorporation can proceed without prior RBI clearance. Or it does not, and the structure talk changes before SPICe+ is opened.
Do not treat "no prior RBI approval" as "no FDI compliance forever." The claim above is limited to incorporation approval when the automatic route applies (CompaniesNext).
What happens after incorporation?
SPICe+ is designed as a joined-up start, not a full operating setup. After the certificate of incorporation issues, the parent still has a short list of go-live items.
Already covered in the SPICe+ process
- Certificate of incorporation
- PAN
- TAN
- GST registration as part of the same filing flow (Acclime India)
A WOS registers for GST like any Indian company once it is in scope. The sequencing and document list for foreign-owned cases are set out in our GST registration guide for foreign companies. Do not assume the liaison-office logic applies to a WOS. A liaison office does not generate revenue and normally does not register for GST; a trading or manufacturing WOS does.
Still on the parent checklist after the certificate
- Confirm the registered office is in India and able to receive communications and notices (CompaniesNext).
- Seat the nominee share and the resident Indian director on clear governance terms, not handshake deals.
- Fund the company with operating capital even though no minimum paid-up capital is set (CompaniesNext).
- For GST sequencing after incorporation, see the foreign-company GST guide linked above.
Incorporation ends the legal birth of the entity. It does not end market-entry cost or compliance. For a full Year 1 view beyond the company file, use the India market entry cost budget.
Frequently asked questions
What is the minimum capital requirement for a wholly owned subsidiary in India?
There is no minimum paid-up share capital prescribed for a private limited company in India (CompaniesNext). Subscribers should still put in capital sufficient to operate.
Can the foreign parent hold 100% of the shares?
Yes. A wholly owned subsidiary means the parent company owns 100 percent of the share capital (India Briefing; Acclime India). Indian law still requires two shareholders for a private limited company. A nominee shareholder usually holds one share for the parent so the register shows two names while economic ownership stays with the holding company (India Briefing).
How long does incorporation take?
Once documents and information are ready, the CompaniesNext working-day sequence is as follows:
- Gather documents and information: 1 to 2 days
- Obtain DSCs: 1 to 2 days
- File forms with the ROC: 1 to 2 days
- Receive the certificate of incorporation: 2 to 3 days
That is about 5 to 9 working days in total for that sequence (CompaniesNext). Name reservation under SPICe+ Part A keeps an approved name for 20 days, extendable to 40 or 60 days (India Briefing; Acclime India). Parent notarization and apostille sit outside the 5 to 9 working-day filing window. They are not timed in the sources used here.
Can the subsidiary use the parent company's name?
Yes. The foreign parent may use its own name, complete or partial, followed by "Pvt. Ltd." for the Indian company. It must pass a board resolution for that purpose and submit it with the filing (India Briefing).
The subsidiary may also use the parent name with "India" included (Acclime India). Name choice still goes through SPICe+ Part A. You get two options per application and a 20-day reservation once approved (India Briefing; Acclime India).
The registration form is the easy part. Structure choice, parent-side apostilles, the resident director, and the post-incorporation tax registrations create delay risk for Western industrial parents. If you are still choosing between a WOS, a lighter presence, or a delayed entity path, start with the decision, not the filing.
Talk to an India market specialist
Written by Tileo, an operator with a decade of Europe-Asia industrial trade programs.
Read the methodology, source date and confidence level before carrying a number into a decision.
What does the FTA change for your product?
Open the Tariff Calculator →Every figure above is dated and source-attributed. Nothing arrives as an unexplained number.
- Sources are listed in the report methodology and verified against the publication date.
- Regulatory outcomes remain subject to entry-into-force dates and line-level classification.
Related Intelligence
GST Registration in India for a Foreign-Owned Company
GST registration in India depends on the entity type a foreign company chooses first. Here is how registration works for a wholly owned subsidiary, a branch office, and a liaison office, with the documents and timeline for each.
Employer of Record in India: When It Works for Manufacturers
An Employer of Record lets you hire in India without opening an entity. Here is when that works for a Western manufacturer, when it does not, and what it costs in 2026.
India Market Entry Costs 2026: €80K–€700K Budget Breakdown
What European SMEs actually spend in Year 1 of India operations. Real numbers: entity setup €15-25K, office €12-36K/yr, team €60-120K/yr. Three budget scenarios inside.