Business Registration · Wholly Owned Subsidiary

Foreign Wholly Owned Subsidiary 100% foreign ownership in India.

Incorporation of a Wholly Owned Subsidiary (WOS) in India — a Private Limited Company with 100% foreign shareholding — including FDI compliance, RBI reporting, and full post-incorporation secretarial and FEMA setup.

A Foreign Wholly Owned Subsidiary (WOS) is an Indian Private Limited Company in which 100% of the share capital is held by a single foreign parent — with no Indian co-promoter or minority shareholder. This is the preferred structure for multinational corporations that want full control of their Indian operations, clean profit repatriation, and no minority shareholder complexities.

The WOS is permitted in most sectors through the automatic FDI route — meaning no prior government approval is required. The incorporation process follows the SPICe+ route for a Private Limited Company, with the additional requirement that the second mandatory shareholder (required under Indian company law) is typically a nominee of the foreign parent holding one share in trust.

At Beyonte Compliances, we manage the WOS incorporation end-to-end — advising on the nominee shareholder arrangement, handling the foreign director documentation, filing the FC-GPR with the RBI after the initial share allotment, and setting up the full FEMA and secretarial compliance framework for the WOS's first year of Indian operations.

What Our Wholly Owned Subsidiary Service Covers

FDI Policy & Sector Clearance

Confirming that 100% foreign ownership is permissible in the planned sector — automatic route or government approval — before any incorporation steps are taken.

Nominee Shareholder Arrangement

Advising on the nominee shareholder arrangement for the mandatory second shareholder — typically a trusted individual holding one share as a nominee of the foreign parent.

Incorporation (SPICe+)

Full incorporation of the Indian Private Limited Company — DSC, DIN, name reservation, MoA, AoA, and Certificate of Incorporation.

Foreign Director Documentation

Apostille and notarisation guidance for directors signing from outside India — DSC procurement and DIN allotment for all foreign directors.

Resident Director Appointment

Appointment of an Indian resident director where required — ensuring compliance with the Companies Act's residency requirement from day one.

Initial Share Allotment & FC-GPR

Processing the initial share subscription, issuing share certificates, and filing the FC-GPR with the RBI within 30 days of allotment.

Annual FLA Return

Annual Foreign Liabilities and Assets return filed with the RBI by 15 July — mandatory for all companies with outstanding FDI.

Full FEMA & Secretarial Compliance

Ongoing FEMA compliance — downstream investment, dividend repatriation, ECB reporting — alongside annual secretarial filings.

Our Process

FDI Clearance & Structure Advice

Confirming sector eligibility for 100% FDI and advising on the nominee shareholder arrangement for the mandatory second shareholder.

Director Documentation & DSC

Collecting apostilled KYC from foreign directors and arranging DSCs — co-ordinated with the parent's team across time zones.

Incorporation Filing

SPICe+ filing with name reservation, MoA, and AoA — objects clause aligned to the WOS's planned Indian activities.

Share Allotment & RBI Filing

Processing 100% share subscription, issuing certificates, and filing FC-GPR with the RBI within the 30-day deadline.

Compliance Calendar Setup

Delivering the complete incorporation document set and the first year's FEMA and secretarial compliance calendar.

Why It Matters

✓100% foreign ownership — full control with no minority shareholder

✓Permitted in most sectors through the automatic FDI route

✓Nominee shareholder arrangement managed professionally

✓FC-GPR filed within 30-day RBI deadline — no penalty exposure

✓Foreign director documentation handled across jurisdictions

✓Clean profit repatriation with no minority blocking rights

✓FEMA and secretarial compliance managed from year one

✓Co-ordinated with the foreign parent's legal and finance teams

Frequently Asked Questions

Under Indian company law, a Private Limited Company requires at least two shareholders. For a WOS, the second shareholder is typically a nominee of the foreign parent holding one share in trust. The beneficial ownership of 100% remains with the foreign parent.

A WOS can operate in any sector where 100% FDI through the automatic route is permitted. Sectors such as insurance, banking, defence, media, and pharmaceuticals have FDI caps or approval requirements. We conduct a sector review before incorporation to confirm eligibility.

A WOS is a separate Indian legal entity — it can carry on any business activity permitted by its MoA, hire employees, own assets, and bear liabilities independently. A Foreign Branch Office is an extension of the foreign parent in India — it can only carry on the same activities as the parent and cannot conduct retail or manufacturing activities. A WOS is generally preferred for operational businesses.

Profits can be repatriated as dividends after payment of dividend distribution tax (if applicable) and withholding tax at the rate prescribed by the applicable Double Tax Avoidance Agreement. We advise on the most tax-efficient repatriation structure as part of the WOS setup.

Establish 100% control of your Indian operations.

Talk to our team about a Wholly Owned Subsidiary setup — from FDI clearance to RBI reporting.