A Wholly Owned Subsidiary Company is an entity of which 100% shares are held by another company whereas when foreign company makes 100% FDI (Foreign Direct Investment) in India through an automatic route, the Indian company becomes the Wholly Owned Subsidiary of that Foreign Company. A foreign company planning to set up business in India may incorporate a company under the Companies Act, 2013 as a joint venture or wholly owned subsidiary or Set up Liaison Office/ Representative Office or a Project Office or a Branch Office of the foreign company which can undertake activities permitted under the Foreign Exchange Management (Establishment in India of Branch Office or Other Place of Business) Regulations, 2000.

Documents and information required for setting up Wholly Owned Subsidiary Company

• Digital Signature Certificate of Director/Shareholders
• Self attested copy of PAN of  all Director/Shareholders
• Self attested Copy of Passport/DL/Voter ID of all Director/Shareholders
• Latest  Bank statement of all Directors/Shareholders
• Object of the Company
• Proposed Capital of the Company
• Affidavit and Declaration by first subscriber and director
• Signed DIR-2 (Consent to act as a Director)
• Proof of Registered office of the Company

Note:- All documents should be self-attested, notarised and duly apostilled in case of foreign national/parent company

Brief Procedure for Registration of a Private Company

Step 1:- Obtain Digital Signature of the proposed Directors of the Company. Digital signature is required for signing of the incorporation application (Spice Form)

Step-2:- Reserve a unique fresh name by making an application in Online web service i.e. RUN on the MCA portal. Please note reserved name is valid till 20 days from the approval date.

Step-3:- Drafting of Memorandum of Association (“MOA”) and Article of Association (“AOA”).

Step-4 :- File an application in form Spice 32 form with all necessary attachment with the MCA.

Step-5:- After getting Certificate of Incorporation, Open Current Account in bank and deposit the subscribed amount of MOA in the Bank Account.

Step-6 :- File e-form INC-20A (Declaration for commencement of business) with MCA within 180 days from the incorporation date along with Bank statement of the Company

Step-7 :- File form DIR-12 for reporting of registered office of the Company, if proof of registered office not submitted in Spice form.

Step-8: Conduct the first board meeting of the Company within 30 days of Incorporation.

Frequently Asked Questions

1. How many person are required to incorporate a Private Limited Company?

A minimum of two person is required to incorporate a private limited Company.

2. What time it takes to incorporate a private limited Company?

If correct and requisite documents are submitted in Spice-32, usually it takes 4-7 days for company to be incorporated.

3. How do I obtain PAN/TAN and GST registration after the company is incorporated?

The PAN, TAN and GST of the Company is received along with the Certificate of incorporation of the Company. Now no separate application is required for obtaining these statutory documents.

4. Do I need to open a current account separately after registration of Company?

You can select your choice of Bank in AGILE Form while filing application for registration of Company. Once the company is incorporated, bank officials will contact for opening of bank account.

5. What are the compliances to be done after registration of Company?

The company has to do following compliances after registration:

• Convene a Board meeting within 30 days of incorporation
• File ADT-1 within 30 days of incorporation
• File INC-20 A (Commencement of Business) within 180 days
• File Director KYC form after April 01 of the current financial year