Wholly Owned Subsidiary in India

 

What is a Wholly Owned Subsidiary (WOS) in India?

A Wholly Owned Subsidiary (WOS) is a type of Subsidiary Company Registration (Foreign Company) where a foreign parent company holds 100% of the shares of the Indian company. It is the most preferred route for multinational corporations (MNCs) and foreign entrepreneurs—including those with USA Company Registration from India  or Dubai/UAE Company Registration from India—who want full control over their Indian operations. A WOS is incorporated as a Private Limited Company Registration under the Companies Act, 2013 and is a separate legal  entity  from  the  foreign  parent.  It  enjoys  the  same  rights  and  benefits  as  any  other  Company  Registration  in India.

•Foreign parent company holds 100% equity—complete ownership and control

•Incorporated as a Private Limited Company under Companies Act, 2013

•Separate legal entity—parent's liability does not extend to Indian subsidiary

•Can operate across all sectors permitted under India's FDI policy

•Eligible for automatic FDI route in most sectors—no RBI/government approval needed

•Can repatriate profits, dividends, and royalties to the foreign parent

 

2. FDI Rules for Wholly Owned Subsidiary in India

India's Foreign Direct Investment (FDI) policy governs how foreign companies can invest in and own Indian businesses. The policy has two routes:


•FEMA Compliance: All FDI inflows must be reported to RBI via Form FC-GPR within 30 days of share allotment.

•Valuation: Shares must be issued at Fair Market Value (FMV) certified by a SEBI-registered merchant banker or CA.

•Sectoral Caps: Even under automatic route, sector-specific caps apply—e.g. 74% in private sector banking, 49% in insurance.

•No FDI from Pakistan/Bangladesh: FDI from these countries requires mandatory government approval regardless of sector.

3. Step-by-Step Process to Register a Wholly Owned Subsidiary in India

Step 1—Choose Structure: A WOS is always registered as a Private Limited Company Registration under Companies Act, 2013. Minimum 2 directors required—at least 1 must be a resident Indian.

Step 2—Obtain DSC & DIN: All proposed directors must get a Digital Signature Certificate (DSC) and Director Identification Number (DIN). Foreign directors need apostilled/notarised passport and address proof.

Step 3—Name Reservation: File Form RUN on MCA portal with 2 name options. Name must reflect the business and must end with 'Private Limited'. Approval in1–3working days.

Step 4—File SPICe+ Form: Submit SPICe+ Form with MoA, AoA, directors' KYC, registered office proof, and parent company's incorporation documents (apostilled). PAN and TAN are allotted simultaneously on approval.

Step 5—Certificate     of Incorporation:    MCA   issues the Certificate of Incorporation    (COI)  with      CIN. Timeline:

15–20 working days. Company is now a registered Indian legal entity.

Step 6—Bring in FDI Capital: Remit share capital from the foreign parent to the Indian subsidiary's bank account. File Form FC-GPR with RBI within 30 days of receiving funds and allotting shares.

Step 7 — Post-Registration: Register for GST, open current bank account, file INC-20A (commencement of business) within 180 days, appoint statutory auditor, and comply with annual ROC filings


4. WOS vs Other Business Structures in India

        A WOS (Subsidiary               Company                     Registration—Foreign        Company)                       is          just   one   of              many       Company                     Registration

        options in India. Here is how it compares with other structures:

•Private Limited Company Registration—Indian-owned entity. WOS is its foreign-owned equivalent. Both are Pvt Ltd under Companies Act, 2013 with identical compliance requirements.

•One Person Company (OPC)—Only for Indian residents. Foreign nationals cannot register an OPC. A WOS is the preferred alternative for solo foreign entrepreneurs.

•LLP Registration in India—Foreign companies can also form an LLP in India, but FDI in LLPs is restricted to sectors where 100% FDI is permitted under automatic route only.

•Public Limited Company Registration—A WOS can convert to a public limited company for listing on BSE/NSE after meeting SEBI eligibility criteria.

•Sole Proprietorship Registration in India—Not available to foreign nationals. A WOS is the minimum entity required for foreign business presence in India.

•Partnership Firm Registration—Foreign nationals cannot form a partnership firm in India. WOS or LLP are the

only options for foreign entity registration.

•Section 8 Company Registration (NGO)—Foreign non-profits can register a Section 8 company in India for charitable activities with FCRA compliance for foreign donations.

•USA Company Registration from India—Indian entrepreneurs often pair their WOS with a US LLC/C-Corp for global billing, US VC funding, and international market access.

•Dubai/UAE Company Registration from India—Companies with Indian WOS frequently set up UAE Free Zone entities (IFZA, DMCC) for Middle East operations and tax-efficient structuring.




Subsidiary Company Registration Foreign Company | Company Registration | Private Limited Company Registration | One Person Company OPC | LLP Registration in India | Public Limited Company Registration | Sole Proprietorship Registration in India | Partnership Firm Registration | Section 8 Company Registration NGO | USA Company Registration from India | Dubai UAE Company Registration from India

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