Process Incorporation of Foreign Subsidiary / Wholly owned Subsidiary (WOS):-
To incorporate a Company in India as ‘Subsidiary” or “Wholly owned Subsidiary (WOS)” of a Company incorporated outside India.
Information/ Documents required from foreign Company:-
a) Apostille / Notarized copy of resolution of foreign Company ‘mentioning the name of authorized representative, no. of subscription of shares’.
b) Apostille/ Notarized copy of ID Proof of authorized representative, if such person is non – resident of India.
c) Apostille/ Notarized copy of Charter of Foreign Company.
d) Name of one Resident Director.
e) Name of Nominee (in case of incorporation of WOS)
Incorporation of Company through SPICe+
The SPICe+ stands for Simplified Performa for incorporating Company electronically , SPICe+ aims to offer about ten services by three Central Government Ministries and departments (Ministry of Corporate Affairs, Ministry of Labour and the Department of Revenue in the Ministry of Finance) and one State Government (Maharashtra). This form is an integrated web form with a single window for multiple services. The other forms that need to be filed along with Spice+ are AGILE-PRO, SPICe+ AoA and SPICe+ MoA.
This form has Two Parts:
1. Part-A – For Name Reservation of New Companies
2. Part-B – Incorporation of Company
AGILE PRO – Offering Bouquet of Services i.e.
- Incorporation
- DIN Allotment
- Mandatory issue of PAN
- Mandatory issue of TAN
- Mandatory issue of EPFO registration
- Mandatory issue of ESIC registration
- Mandatory issue of Professional Tax registration(Maharashtra)
- Mandatory opening of Bank account of the Company
- Allotment of GSTIN (if applied)
Users may choose to submit Part-A for reserving a name first and thereafter submit Part-B for incorporation &other services or file Part A and B together at one go.
- The approved name and related incorporation details as submitted in Part A, would be automatically Pre-filled in all linked forms also Viz. AGILE –PRO, e-MoA,e-AoA, URC-1, INC-9 (as applicable).
- Declaration by all the subscribers and first directors in INC-9 shall be auto-generated in pdf format.
- All check form and Pre-scrutiny validations (expect DSC validation) will happen on web-form itself.
- Once the SPICe+ is filled completely with all relevant details, the same would then have to be converted into pdf format, with just a click of a mouse button for affixing DSC.
Steps for incorporation of Company through SPICe+:
SPICe+ Login
- First Login to MCA portal
- Then click on MCA services – SPICe+
- Click on new application in case of New company Registration
- On click of existing application the user can view application numbers along with proposed/approved name.
Spice+ Part A :
- On click of new application, SPICe+ Part A gets enabled which contains fields relating to name reservation.
- User fills the details of Type, class, category, sub-category and proposed name of the company and click on auto check button, auto check performs first level automatic scrutiny of the proposed name against the name rules.
Type of Company (i.e. Producer, Part I, OPC, Section 8 etc.)
(ii) Class of Company (whether Private, Public)
(iii) Category of Company (whether Company limited by shares, limited by Guarantee or unlimited)
(iv) Sub-category Union Government, State Government, Non-Government Company, Subsidiary of Company incorporated outside India)
(v) Main Division of Industrial Activity (enter number belonging to Industrial Activity)
(vi) Description of main division
Once Part-A is completed , user can click on:
- Submit for Name Reservation or,
- Proceed for Incorporation or,
- Cancel
- If opted for proceed for incorporation, Part-b of the web form gets enabled which will have different sections.
SPICe+ Part B:
Each section of Part B contains ‘Save and continue button.
Check form validations will happen on each of the section.
Enter the basic details related to the company to be incorporated i.e.:-
- Registered or Correspondence Address.
- Subscribers and directors details.
- Details related to capital.
- Enter the basic details for the issuance of Permanent Account Number (PAN) and Tax Deduction Account (TAN).
- Upload mandatory attachments in the web form.
- Confirm on the relevant declarations and click on the pre-scrutiny.
- Once pre-scrutiny is successful click on submit button.
- Once web form is submitted successfully, user will get a confirmation message.
- User can then download Spice+ Part-B pdf from the dashboard for affixing DSCS. Also all the relevant linked forms get enabled and available for the user to fill and submit based on the fields/parameters entered by the user in Part-B.
AGILE –PRO:
AGILE stands for Application for Goods and Services identification numbers, employees state insurance corporation registration plus Employees provident fund organization registration. The old AGILE form (INC-35) is now replaced with the AGILE –PRO web form.
AGILE PRO needs to be filed as linked with Spice+ for:
- Registration with GSTIN.
- Registration with ESIC.
- Registration with EPFO.
- Professional Tax Registration.
- Bank account number.
eMoA and eAoA form:
- Electronic Memorandum of Association (eMoA) which is a charter of the company can be filed as a linked form to Spice+.
- Electronic Articles of Association (eAoA) which provide all the regulations related to internal affairs of the company can be filed as a linked form to SPICe+.
URC-1 INC-9 PDF generation:
In case of Part-I companies, it is mandatory to file URC-1 form containing details of existing entity.
Based on the details of subscribers and directors entered in Part B, INC-9 declaration form shall be auto populated and available in dashboard for the user to download and affix DSCs.
Spice + Upload :
- After affixing DSCs in Spice+ Part B pdf and all other linked forms, user needs to click on upload forms option.
- Upload SPICe+ Part-B pdf and all relevant linked forms.
- On successful upload of forms, unique service request number (SRN) gets generated and displayed to the applicant.
- After successful payment, work item/SRN gets routed to Back Office user for processing.
In case where the forms need resubmission for any errors being flagged upon processing, the SPICe+ form has to be resubmitted in the same manner.
ATTACHMENTS required:
For SPICe+ :
- Memorandum of Association.
- Articles of Association.
- Declaration by the first directors and subscribers (Affidavit not required)
- Proof of office address.
- Copy of utility bills.
- Copy of certificate of Incorporation of foreign body corporate (if any).
- A resolution passed by Promoter Company.
- The interest of first directors in other entities.
- Consent of Nominee (INC-3).
- Proof of identity as well as the residential address of subscribers.
- Proof of identity as well as the residential address of the nominee.
- Proof of identity and address of applicant I, II, III.
- Resolution of unregistered companies in case of Chapter XXI (Part 1) Companies.
- Declaration in Form no. INC-14.
- Declaration in Form no. INC-15.
- Optional attachments (if any)
For AGILE –PRO:
- Proof of principle place of business.
- Proof of appointment of Authorised Signatory for GSTIN (either of the documents Letter of Authorization /Copy of Resolution passed by BOD/Managing Committee and acceptance Letter).
- Proof of identity of Authorised Signatory for the opening of a bank account.
- Proof of address of Authorised Signatory for the opening of a bank account.
- Specimen Signature of Authorised Signatory for EPFO.
POST INCORPORATION
Step –I: Receipt of Subscription Money from Foreign Subscriber.
Step –II: Filing of e-form 20A – Declaration of Commencement of Business.
Step – III: Collect FIRC Certificate from the Bank as per FDI Guidelines.
Step IV: Issue Share Certificate to the subscribers.
Step V: File FCGPR with RBI as per FDI Guidelines.
Notes:
1. If a foreign company is incorporating its subsidiary company in India, then the original name of the holding company as it is may be allowed with the addition of word India or name of any Indian state or city.
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such
Author- CS Shweta Maheshwari and can be contacted at Shweta.maheshwari26@gmail.com
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