Establishing a Foreign Subsidiary in India: Legal Framework and Process
- Targolegal
- Mar 20
- 8 min read
Updated: Mar 24
India's Promise for Global Businesses
India's ascent as an economic powerhouse presents a compelling case for international businesses looking to expand their global footprint. With its 1.4 billion strong consumer base, rapidly digitalizing economy, and strategic position in the Asian market, establishing a Foreign Subsidiary in India can be transformative for businesses seeking sustainable growth. However, navigating the Legal Framework in India requires careful planning and local expertise to ensure a smooth market entry.
Contents
Understanding India's Legal Framework for Foreign Subsidiaries
Before taking the plunge into the Indian market, foreign companies must familiarize themselves with the multi-layered Legal Framework in India that governs business operations:
Foreign Direct Investment (FDI) Policy
India's FDI policy has undergone significant liberalization over the past decade, but it maintains a calibrated approach with sector-specific regulations:
Automatic Route: Many sectors allow 100% FDI without prior government approval, including manufacturing, services, and most retail formats.
Approval Route: Certain sensitive sectors require government clearance through the Foreign Investment Promotion Board.
Prohibited Sectors: A handful of sectors remain closed to foreign investment, including lottery, gambling, and atomic energy.
Understanding these nuances is crucial as they directly impact your investment strategy and operational blueprint for your Foreign Subsidiary in India.
Corporate Law
The Companies Act, 2013, forms the backbone of corporate governance in India:
It defines the incorporation process, compliance requirements, and operational standards for all corporate entities.
It mandates specific corporate governance practices, including board composition and financial reporting standards.
It outlines the rights and responsibilities of directors, shareholders, and other stakeholders.
Tax Regime and Compliance
India's tax structure has evolved significantly with the introduction of the Goods and Services Tax (GST), but it remains complex:
Corporate Income Tax: Currently ranges between 22-30% depending on turnover and other factors.
GST: A unified indirect tax system with multiple tax brackets (5%, 12%, 18%, and 28%).
Transfer Pricing: Stringent regulations govern transactions between related entities.
Double Taxation Avoidance Agreements (DTAAs): India has signed DTAAs with over 85 countries, offering potential tax benefits for foreign investors.
Employment Laws
Hiring local talent requires compliance with labor regulations that protect employees and maintain legal standards.
Regulatory Approvals
Depending on your business sector, you may need additional approvals from bodies such as the Reserve Bank of India (RBI) or the Ministry of Corporate Affairs (MCA).
Step-by-Step Process to Establish a Subsidiary
Stage 1: Name Approval Process
Check name availability using the MCA portal and conduct a public search to ensure uniqueness.
Draft the company’s object clause for the Memorandum of Association (MOA).
File the RUN (Reserve Unique Name) application for company name approval with MCA.
Stage 2: Pre-Incorporation Compliance
Obtain Digital Signature Certificates (DSC) for foreign directors from a certified authority.
Install the DSC on a secured USB token.
After name approval, apply for a Director Identification Number (DIN) via Form DIR-3 (if not already assigned).
Obtain Permanent Account Number (PAN) for foreign directors (if required for tax compliance).
Prepare the incorporation documents:
MOA (Memorandum of Association)
AOA (Articles of Association)
DIR-2 (Consent of Directors)
INC-9 (Declaration by Directors & Shareholders)
Get all required documents signed and attested by appropriate authorities (Notary/Public Apostille or Indian Embassy).
Prepare and digitally sign the SPICe+ (INC-32), SPICe MOA (INC-33), and SPICe AOA (INC-34) forms with a practicing professional.
Stage 3: Incorporation & Registration
Submit incorporation documents through the SPICe+ portal, including MOA, AOA, and supporting forms.
Pay applicable stamp duty and registration fees based on the state of incorporation.
Complete professional certification for forms as required by MCA regulations.
MCA processes the application, and upon approval, issues the Certificate of Incorporation (COI) along with PAN & TAN.
Stage 4: FEMA Compliance (Foreign Investment Reporting)
Obtain the Foreign Inward Remittance Certificate (FIRC) for foreign investment.
File Form FC-GPR with the RBI through the AD Bank within 30 days of share allotment.
Intimate the Reserve Bank of India (RBI) about foreign investment through FIRMS Portal.
Comply with Annual Reporting Requirements, including FLA (Foreign Liabilities and Assets) with RBI.
Liaison with the AD Category-I Bank for foreign exchange transactions and compliance approvals.
Stage 5: Associated Business Registrations
Open a Corporate Bank Account – Complete KYC documentation and RBI compliance.
Shop and Establishment Registration (as per state laws).
Professional Tax Registration (if applicable in the state).
Import Export Code (IEC) – If the company plans to engage in cross-border trade.
GST Registration – Required when turnover crosses the prescribed threshold or for specific activities.
Stage 6: Post-Incorporation Compliance
Obtain Share Certificates – Printing, stamping, and issuing to shareholders.
Conduct the First Board Meeting, where the following is done:
Appointment of the first statutory auditor within 30 days.
Authorization of a director for opening a bank account.
Approval of statutory registers.
Maintain and update the Statutory Registers (Register of Members, Register of Directors, etc.).
Stage 7: Local Employment and Operational Setup
Once legal formalities are complete, focus on establishing operational systems:
Office Establishment – Secure appropriate commercial space in strategic locations.
Human Resources – Develop compliant employment contracts and policies aligned with local labor laws.
Accounting Systems – Implement accounting practices that satisfy Indian statutory requirements.
Intellectual Property Protection – Register trademarks, patents, and other IP assets in India.
Stage 8: Ongoing Compliance & Annual Filings
Income Tax Filing & TDS Compliance – Register with the tax authorities for TDS and income tax return filings.
Annual Filings with MCA – Submit AOC-4 (Financial Statements) and MGT-7 (Annual Return).
FEMA & RBI Periodic Filings – Regular reporting of foreign investment and financials as per RBI guidelines.
Why choose India for Your Foreign Subsidiary?
India’s market is attractive due to:
Robust Economic Growth: A thriving middle class and a rapidly expanding digital economy create a fertile environment for business expansion.
Strategic Regional Hubs: Setting up your business in key cities such as Bangalore, Cochin, etc. provides access to diverse markets and localized expertise.
Innovative Talent Pool: Leverage India’s skilled workforce and innovative ecosystems to drive growth and competitive advantage.
Favorable Business Policies: Recent reforms have streamlined business processes, reduced regulatory burdens, and enhanced investment protections for foreign companies entering the Indian market.
Cost-Effective Operations: Benefit from competitive operational costs across labour, real estate, and services while maintaining high-quality standards and productivity.
Global Market Access: Utilize India's strategic location and extensive trade networks to reach emerging markets across Asia, the Middle East, and beyond.
Digital Infrastructure: Take advantage of India's rapidly developing digital ecosystem, including widespread internet connectivity, advanced payment systems, and growing cloud computing capabilities.
Government Incentives & Special Economic Zones: Access tax benefits, streamlined regulations, and infrastructure support through India's SEZs and sector-specific programs designed for foreign investors.
Sustainable Development Focus: Access growing opportunities in renewable energy, green manufacturing, and eco-friendly urban development markets.
Evolving Consumer Landscape: Tap into rapidly changing consumer behaviors with increased digital adoption, premium product preferences, and health-conscious market segments.
India's domestic market is projected to become the world's third-largest consumer market by 2030, worth $6 trillion.
Navigating India's Legal Framework: Key Considerations
Manufacturing
Environmental Compliance: Approvals under Environment Protection Act, pollution control norms, and waste management regulations.
Land & Zoning: SEZ benefits, land acquisition rules, and conversion permissions.
Labour Laws: Worker safety, social security codes, and dispute resolution mechanisms.
Imports: Customs duties, BIS certification, and trade policy compliance.
Technology & Services
Data Protection: IT Act, Digital Personal Data Protection Act, and sector-specific privacy norms.
Intellectual Property: Patents, copyrights, trademarks, and trade secret protections.
Professional Regulations: Compliance for legal, healthcare, and accounting services.
Digital Compliance: Cybersecurity, software licensing, and digital payment regulations.
Retail & E-commerce
FDI Rules: Investment caps and local sourcing mandates.
E-commerce Regulations: Transparency in pricing, seller participation limits, and licensing.
Consumer Protection: Product liability, return policies, and quality standards.
Local Sourcing: MSME procurement incentives and "Make in India" initiatives.
While each sector has specific requirements, businesses can ensure smooth operations with strategic compliance and ongoing regulatory monitoring.
Establishing your Foreign Subsidiary with Targolegal
Targolegal specializes in helping foreign companies establish a Foreign Subsidiary in India. Our services include:
Legal Advisory: Expert guidance on navigating the Legal Framework in India, including corporate law, FDI guidelines, and regulatory requirements.
End-to-End Incorporation Support: Assistance with documentation, filing, and securing necessary approvals for a seamless incorporation process.
Tax and Compliance Management: Ensuring your subsidiary meets all registration requirements and adheres to Indian tax laws.
Local Market Expertise: With a strong presence in Bangalore, Karnataka and Cochin, Kerala—two of southern India's most dynamic business hubs, we offer specialized support to businesses looking to establish a strong regional foothold in this rapidly growing market.
Ongoing Legal Support: Targo Care 360 delivers seamless financial compliance, HR management, and secretarial services through our retainer model that functions exactly like your in-house team - without the overhead.
Conclusion
Establishing a Foreign Subsidiary in India represents a significant commitment that requires thorough preparation, informed decision-making, and continuous adaptation. Targolegal is your trusted partner in managing this complex process - from initial consultations to ongoing legal support. Whether you are planning to establish your Business in Bangalore or Business in Cochin, our expertise ensures a seamless and compliant entry into the Indian market.
The key to success lies in balancing global business standards with local market realities. Companies that recognize India not as a single market but as a diverse collection of regional opportunities (such as Business in Bangalore, Business in Cochin, etc.) - each with unique characteristics, typically achieve more sustainable outcomes.
With our careful planning, robust legal support, and a willingness to adapt, your Foreign Subsidiary in Bangalore or Foreign Subsidiary in Cochin can become not just a successful business venture but a strategic cornerstone of your global growth story.
This blog was prepared by Targolegal, specialists in helping foreign companies navigate India's business landscape. For personalized guidance on establishing your presence in India, contact our team of experts.
Frequently Asked Questions
What are the main regulatory bodies that oversee Foreign Subsidiaries in India?
How long does it typically take to establish a Foreign Subsidiary in India?
What are the minimum capital requirements for setting up a subsidiary in India?
What are the key differences between establishing a Business in Bangalore versus Business in Cochin or other regional centers?
What ongoing compliance requirements must a Foreign Subsidiary in India fulfill?
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