Checklist for establishing a foreign subsidiary company
To incorporate a private company in India,
- Two directors
- Two members (Shareholders).
- With these two directors, at least one should be an Indian citizen a person who stayed in India at least 182 days in the previous year
- It should have a minimum paid-up share capital of Rs 1 lakh or higher paid-up capital as determined by the Articles of Association (AOA).
- AOA will restrict the right to transfer the shares.
- Any private company registered under the Companies Act, 2013, will prohibit the promotion to subscribe for any shares or debentures of the company, by the public.
- Similarly, it will prohibit the entity to accept the deposits from persons other than the members, directors, and relatives.
- Control also becomes a concern when a company is partly owned by another external organization.
- The parent company needs to guarantee the loan obtained by its subsidiaries. So it shows the liability of the parent company to pay off the debts.
- As a subsidiary company, the decision-making process is a little bit time-consuming. Always, before making any decision, it should be consulted with the parent organization.
- As a subsidiary company, the decision-making process is a little bit time-consuming. Always, before making any decision, it should be consulted with the parent organization.
Documents required for a foreign subsidiary company
Basic Documents:
Subscriber name (holding co.)
Name of individual subscriber
Name of assigned shareholder on behalf of a foreign Company ( parent company).
Director DIN (minimum 2), if already having.
Mobile Number/ Email ID/Place of Birth/Educational Qualification and occupation of Proposed Directors/subscribers/nominee shareholders.
The objective of the proposed company.
Company’s proposed paid-up capital
Percentage of shareholding of subscribers
Self-attested copy of the director/subscriber/nominee (for Indian nationals) PAN Card.
Self-certified copy of Identification Proof of the proposed director(Voter Identification / Passport / Driving License)
Self-certified copy of Proposed Directors / Promoters / Nominee's Residential Evidence (Bank Statement / Electricity Bill / Telephone Bill / Mobile bill) (not older than two (2) months) Director / Subscriber / NomineeSelf-attested copy of Aadhaar card of director/subscriber/nominee (for Indian nationals)
A self-attested copy of passport is mandatory, in case of foreign nationals.
Details of Directors in other Companies:
Name of the Company(s)
Designation
Shareholding %
Nominal Value of Shares
Other Interest, if any.
Landline Number of directors/promoters, if available.
Copy of /telephone/mobile Bill/electricity (not older than two months) of the proposed registered office address.
3 Latest passport-size photos of each proposed director/subscriber.
DSC of subscribers.
Other important documents:
E-Form RUN-Approval of the name (name valid for 20 days only).
e-Form Spice (INC-32) attachments like
Affidavit duly notarized about the non-acceptance of a deposit.
A declaration endorsed by an attorney, a Chartered Accountant, Cost Accountant, or Company Secretary shall be properly notarized in Form No. 8.
Declaration of the first director in Form DIR-2
In the duly notarized Form-9, each subscriber and each director should submit an Affidavit.
Self-certified copy of PAN card of the proposed directors and subscribers as stated in the MOA
Self-certified copy of address proof of the proposed directors and subscribers as stated in the MOA
Self-certified copy of identity proof of the proposed directors and subscribers as per MOA.
Copy of the rent/lease agreement.
NOC from the landlord.
MOA, AOA & COI of the foreign Company, certified by the director of that company duly translated in English (if not mentioned in the English language) Certified/approved by the Indian Consulate.
