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.
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.
Steps for incorporation of Company through SPICe+:
Spice+ Part A :
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:
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.:-
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:
eMoA and eAoA form:
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 :
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.
For SPICe+ :
For AGILE –PRO:
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.
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 [email protected]